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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Wabtec Corp | NYSE:WAB | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.17 | -0.11% | 160.91 | 161.11 | 159.645 | 160.79 | 457,198 | 18:54:42 |
Title of each class of
securities offered |
| |
Amount to be
registered |
| |
Maximum
offering price per unit |
| |
Maximum
aggregate offering price |
| |
Amount of
registration fee(1) |
3.200% Senior Notes due 2025
|
| |
$500,000,000
|
| |
99.892%
|
| |
$499,460,000
|
| |
$64,829.91
|
(1)
|
Calculated in accordance with Rule 457(o) and Rule 457(r) under the Securities Act and relates to the Registration Statement on Form S-3 (File No. 333-219657) filed by Westinghouse Air Brake Technologies Corporation on August 3, 2017.
|
|
| |
Per Note
|
| |
Total
|
Public offering price(1)
|
| |
99.892%
|
| |
$499,460,000
|
Underwriting discount
|
| |
0.600%
|
| |
$3,000,000
|
Proceeds (before expenses) to Wabtec(1)
|
| |
99.292%
|
| |
$496,460,000
|
(1)
|
Plus accrued interest, if any, from June 29, 2020, if settlement occurs after that date.
|
BofA Securities
|
J.P. Morgan
|
PNC Capital Markets LLC
|
Citigroup
|
Credit Agricole CIB
|
Goldman Sachs & Co. LLC
|
HSBC
|
SOCIETE GENERALE
|
TD Securities
|
BNP PARIBAS
|
| |
MUFG
|
| |
Scotiabank
|
| |
US Bancorp
|
KeyBanc Capital Markets
|
| |
Morgan Stanley
|
| |
Stephens Inc.
|
Our SEC Filings (File No. 33-90866)
|
| |
Period for or Date of Filing
|
Annual Report on Form 10-K
|
| |
Year ended December 31, 2019
|
|
| |
|
Quarterly Report on Form 10-Q
|
| |
Quarter ended March 31, 2020
|
|
| |
|
Current Reports on Form 8-K
|
| |
February 13, 2020, February 18, 2020 (solely with respect to Item 8.01), February 24, 2020 (solely with respect to Item 8.01), May 7, 2020 and May 20, 2020
|
|
| |
|
The portions of our Definitive Proxy Statement on Schedule 14A that are deemed “filed” with the SEC under the Exchange Act
|
| |
•
|
prolonged unfavorable economic and industry conditions in the markets served by us, including North America, South America, Europe, Australia, Asia and South Africa;
|
•
|
decline in demand for freight cars, locomotives, passenger transit cars, buses and related products and services;
|
•
|
reliance on major original equipment manufacturer customers;
|
•
|
original equipment manufacturers’ program delays;
|
•
|
demand for services in the freight and passenger rail industry;
|
•
|
demand for our products and services;
|
•
|
orders either being delayed, cancelled, not returning to historical levels, or reduced or any combination of the foregoing;
|
•
|
consolidations in the rail industry;
|
•
|
continued outsourcing by our customers;
|
•
|
industry demand for faster and more efficient braking equipment;
|
•
|
fluctuations in interest rates and foreign currency exchange rates; or
|
•
|
availability of credit;
|
•
|
supply disruptions;
|
•
|
technical difficulties;
|
•
|
changes in operating conditions and costs;
|
•
|
increases in raw material costs;
|
•
|
successful introduction of new products;
|
•
|
performance under material long-term contracts;
|
•
|
labor relations;
|
•
|
the outcome of our existing or any future legal proceedings, including litigation involving our principal customers and any litigation with respect to environmental matters, asbestos-related matters, pension liabilities, warranties, product liabilities or intellectual property claims;
|
•
|
completion and integration of acquisitions, including the acquisition of Faiveley Transport and the GE Transportation Business; or
|
•
|
the development and use of new technology;
|
•
|
the actions of competitors; or
|
•
|
the outcome of negotiations with partners, suppliers, customers or others;
|
•
|
political stability in relevant areas of the world;
|
•
|
future regulation/deregulation of our customers and/or the rail industry;
|
•
|
levels of governmental funding on transit projects, including for some of our customers;
|
•
|
political developments and laws and regulations, including those related to Positive Train Control (“PTC”);
|
•
|
federal and state income tax legislation; or
|
•
|
the outcome of negotiations with governments;
|
•
|
the severity and duration of the pandemic;
|
•
|
deterioration of general economic conditions;
|
•
|
shutdown of one or more of our operating facilities;
|
•
|
supply chain and sourcing disruptions;
|
•
|
ability of our customers to pay timely for goods and services delivered;
|
•
|
health of our employees;
|
•
|
ability to retain and recruit talented employees; or
|
•
|
difficulty in obtaining debt or equity financing.
|
•
|
rank equally in right of payment to all of Wabtec’s existing and future unsecured and unsubordinated indebtedness;
|
•
|
rank senior in right of payment to all of Wabtec’s existing and future indebtedness that is subordinated in right of payment to the notes;
|
•
|
be effectively subordinated to all of the Wabtec’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; and
|
•
|
be effectively subordinated to all of the existing and future indebtedness and other liabilities of the Wabtec’s non-guarantor subsidiaries.
|
•
|
rank equally in right of payment to all of such guarantor’s existing and future unsecured and unsubordinated indebtedness;
|
•
|
rank senior in right of payment to all of such guarantor’s existing and future indebtedness that is subordinated in right of payment to such guarantor’s guarantee;
|
•
|
be effectively subordinated to all of such guarantor’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; and
|
•
|
be effectively subordinated to all of the existing and future indebtedness and other liabilities of such guarantor’s non-guarantor subsidiaries.
|
•
|
our ability and the ability of our restricted subsidiaries to incur, suffer to exist or guarantee any debt secured by certain liens;
|
•
|
our ability and the ability of our restricted subsidiaries to enter into sale and leaseback transactions; and
|
•
|
our ability to consolidate with or merge into any other entity or sell all or substantially all of our assets.
|
|
| |
Three Months Ended
March 31, |
| |
Year Ended December 31,
|
|||||||||
In millions, except per share data
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
Income Statement Data
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net Sales
|
| |
$1,929.9
|
| |
$1,593.6
|
| |
$8,200.0
|
| |
$4,363.5
|
| |
$3,881.7
|
Gross profit
|
| |
578.7
|
| |
389.0
|
| |
2,278.0
|
| |
1,233.9
|
| |
1,065.3
|
Operating expenses
|
| |
(361.4)
|
| |
(321.7)
|
| |
(1,614.9)
|
| |
(760.5)
|
| |
(644.2)
|
Income from operations
|
| |
217.3
|
| |
67.3
|
| |
663.1
|
| |
473.4
|
| |
421.1
|
Interest expense, net
|
| |
(53.3)
|
| |
(44.6)
|
| |
(219.1)
|
| |
(112.2)
|
| |
(77.9)
|
Other (expenses) income, net
|
| |
(14.8)
|
| |
(8.2)
|
| |
2.8
|
| |
6.4
|
| |
8.9
|
Net income attributable to Wabtec stockholders
|
| |
$111.6
|
| |
$(4.5)
|
| |
$326.7
|
| |
$294.9
|
| |
$262.3
|
Diluted Earnings per Common Share
|
| |
|
| |
|
| |
|
| |
|
| |
|
Basic
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net income (loss) attributable to Wabtec stockholders per share
|
| |
$0.58
|
| |
$(0.04)
|
| |
$1.91
|
| |
$3.06
|
| |
$2.74
|
Diluted
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net income (loss) attributable to Wabtec stockholders per share
|
| |
$0.58
|
| |
$(0.04)
|
| |
$1.84
|
| |
$3.05
|
| |
$2.72
|
Cash dividends declared per share
|
| |
$0.12
|
| |
$0.12
|
| |
$0.48
|
| |
0.48
|
| |
$0.44
|
Weighted average shares outstanding
|
| |
|
| |
|
| |
|
| |
|
| |
|
Basic
|
| |
190.8
|
| |
121.2
|
| |
170.5
|
| |
96.0
|
| |
95.5
|
Diluted
|
| |
191.4
|
| |
121.2
|
| |
177.3
|
| |
96.5
|
| |
96.1
|
|
| |
As of
March 31, |
| |
As of December 31,
|
|||
In millions
|
| |
2020
|
| |
2019
|
| |
2018
|
Balance Sheet Data
|
| |
|
| |
|
| |
|
Total assets
|
| |
$18,773.1
|
| |
$18,944.2
|
| |
$8,649.2
|
Cash and cash equivalents
|
| |
615.9
|
| |
604.2
|
| |
580.9
|
Total debt
|
| |
4,747.9
|
| |
4,429.3
|
| |
3,856.9
|
Total equity
|
| |
9,797.7
|
| |
9,993.6
|
| |
2,869.1
|
|
| |
Three Months Ended
March 31, |
| |
Year Ended December 31,
|
|||||||||
In millions
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
Cash provided by (used for):
|
| |
|
| |
|
| |
|
| |
|
| |
|
Operating activities
|
| |
$(81.9)
|
| |
$31.3
|
| |
$1,015.5
|
| |
$314.7
|
| |
$188.8
|
Investing activities
|
| |
(62.6)
|
| |
(2,739.6)
|
| |
(3,177.8)
|
| |
(147.3)
|
| |
(1,033.5)
|
Financing activities
|
| |
183.5
|
| |
883.0
|
| |
461.5
|
| |
1,978.1
|
| |
(97.4)
|
•
|
the guarantor did so with the intent of hindering, delaying or defrauding current or future creditors, or received less than reasonably equivalent value or fair consideration for incurring the guarantee; and
|
•
|
the guarantor:
|
•
|
was insolvent or was rendered insolvent by reason of the incurrence of the indebtedness constituting the guarantee;
|
•
|
was engaged, or about to engage, in a business or transaction for which its assets constituted unreasonably small capital;
|
•
|
intended to incur, or believed that it would incur, debts beyond its ability to pay as such debts matured; or
|
•
|
was a defendant in an action for money damages, or had a judgment for money damages entered against it if, in either case, after final judgment the judgment is unsatisfied;
|
•
|
the sum of its debts, including contingent liabilities, is greater than its assets, at a fair valuation; or
|
•
|
the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities, including contingent liabilities, as they become absolute and matured.
|
•
|
in connection with any sale or other disposition of all or substantially all of the assets of that guarantor (including by way of merger or consolidation) to a person that is not (either before or after giving effect to such transaction) Wabtec or any of its subsidiaries;
|
•
|
in connection with any sale or other disposition of all of the capital stock of that guarantor to a person that is not (either before or after giving effect to such transaction) Wabtec or any of its subsidiaries;
|
•
|
upon defeasance or satisfaction and discharge of the notes as provided under “Description of Notes — Satisfaction and Discharge; Defeasance and Covenant Defeasance”; or
|
•
|
at such time as that guarantor ceases to guarantee debt of Wabtec or any of the guarantors, other than any such debt for which that guarantor’s guarantee will be released concurrently with the release of the guarantor’s guarantee of the notes, provided that such cessation does not result from payment under such guarantee.
|
•
|
no liquid market for the notes may develop;
|
•
|
you may be unable to sell your notes; or
|
•
|
the price at which you may be able to sell your notes may be lower than their principal amount or purchase price.
|
•
|
a significant percentage of our workforce being unable to work, including because of illness or travel or government restrictions in connection with COVID-19, including stay at home orders;
|
•
|
a decrease in demand for our products as a result of COVID-19 and cost control measures implemented by our customers;
|
•
|
delays in orders or delivery of orders, which will negatively impact our cash conversion cycle and ability to convert our backlog into cash;
|
•
|
inability to collect full or partial payments from customers due to deterioration in customer liquidity, including customer bankruptcies;
|
•
|
a shutdown of one or multiple of our manufacturing facilities due to government restrictions or illness in connection with COVID-19;
|
•
|
dislocations in the capital markets, which may make it more costly or difficult for us to obtain debt or equity financing, including to refinance our existing debt, or investment opportunities, in each case on terms and within time periods acceptable to us.
|
•
|
difficulties in achieving identified financial and operating synergies, including the integration of operations, services and products;
|
•
|
diversion of management’s attention from other business concerns;
|
•
|
the assumption of unknown liabilities; and
|
•
|
unanticipated changes in the market conditions, business and economic factors affecting such an acquisition, joint venture or alliance.
|
•
|
lack of complete operating control;
|
•
|
lack of local business experience;
|
•
|
currency exchange fluctuations and devaluations;
|
•
|
restrictions on currency conversion or the transfer of funds or limitations on our ability to repatriate income or capital;
|
•
|
the complexities of operating within multiple tax jurisdictions;
|
•
|
foreign trade restrictions and exchange controls;
|
•
|
adverse impacts of international trade policies, such as import quotas, capital controls or tariffs;
|
•
|
difficulty enforcing agreements and intellectual property rights;
|
•
|
the challenges of complying with complex and changing laws, regulations, and policies of foreign governments;
|
•
|
the difficulties involved in staffing and managing widespread operations;
|
•
|
the potential for nationalization of enterprises;
|
•
|
economic, political and social instability;
|
•
|
possible local catastrophes, such as natural disasters and epidemics; and
|
•
|
possible terrorist attacks, conflicts and wars, including those against American interests.
|
•
|
increase our vulnerability to general adverse economic and industry conditions;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;
|
•
|
place us at a disadvantage compared to competitors that have less debt; and
|
•
|
limit our ability to borrow additional funds.
|
•
|
the uncertainty that an acquired business will achieve anticipated operating results;
|
•
|
significant expenses to integrate;
|
•
|
diversion of management’s attention from business operations to integration matters;
|
•
|
departure of key personnel from the acquired business;
|
•
|
effectively managing entrepreneurial spirit and decision-making;
|
•
|
integration of different information systems;
|
•
|
unanticipated costs and exposure to unforeseen liabilities; and
|
•
|
impairment of assets.
|
•
|
on an actual basis; and
|
•
|
on an as adjusted basis to give effect to the issuance and sale of notes in this offering and the anticipated application of the proceeds therefrom, together with cash on hand, to fund a redemption of all of our outstanding 2021 Notes, as described under the heading “Use of Proceeds.”
|
|
| |
As of March 31,2020
|
|||
(dollars in millions)
|
| |
Actual
|
| |
As Adjusted
|
Cash and cash equivalents
|
| |
$615.9
|
| |
$606.4
|
Total debt (including current portion of long-term debt):
|
| |
|
| |
|
Senior Credit Facility:
|
| |
|
| |
|
U.S. dollar-denominated term loans(1)
|
| |
$666.5
|
| |
$666.5
|
Multi-currency revolving loan facility(1)
|
| |
570.2
|
| |
570.2
|
Floating Senior Notes due 2021(1)(2)
|
| |
498.3
|
| |
—
|
4.375% Senior Notes due 2023(1)
|
| |
249.1
|
| |
249.1
|
4.15% Senior Notes due 2024(1)(2)
|
| |
744.7
|
| |
744.7
|
3.45% Senior Notes due 2026(1)
|
| |
748.6
|
| |
748.6
|
4.70% Senior Notes due 2028(1)(2)
|
| |
1,241.0
|
| |
1,241.0
|
3.200% Senior Notes due 2025 offered hereby(1)
|
| |
—
|
| |
495.0
|
Other borrowings
|
| |
29.5
|
| |
29.5
|
Total debt(3)
|
| |
4,747.9
|
| |
4,744.6
|
|
| |
|
| |
|
Shareholders’ equity:
|
| |
|
| |
|
Convertible preferred stock, $.01 par value; 1,000,000 shares authorized; no shares issued and outstanding
|
| |
—
|
| |
—
|
Common stock, $.01 par value; 500,000,000 shares authorized; 226,947,180 shares issued and 190,277,837 shares outstanding
|
| |
2.0
|
| |
2.0
|
Additional paid-in capital
|
| |
7,875.0
|
| |
7,875.0
|
Treasury stock, at cost; 36,669,343 shares
|
| |
(910.2)
|
| |
(910.2)
|
Retained earnings
|
| |
3,355.6
|
| |
3,353.9
|
Accumulated other comprehensive loss
|
| |
(560.6)
|
| |
(560.6)
|
Total Westinghouse Air Brake Technologies Corporation shareholders’ equity
|
| |
9,761.8
|
| |
9,760.7
|
Non-controlling interest
|
| |
35.9
|
| |
35.9
|
Total equity
|
| |
9,797.7
|
| |
9,796.0
|
Total capitalization
|
| |
$14,545.6
|
| |
$14,540.6
|
(1)
|
Net of unamortized debt issuance costs of $1.0 million, in the case of the U.S. dollar-denominated term loans, $0.8 million, in the case of the multi-currency revolving loan facility, $1.7 million, in the case of the 2021 Notes, $0.9 million in the case of the 4.375% Senior Notes due 2023 (the “2023 Notes”), $5.3 million, in the case of the 4.15% Senior Notes due 2024 (the “2024 Notes”), $1.4 million, in the case of the 3.45% Senior Notes due 2026 (the “2026 Notes”), $9.0 million, in the case of the 4.70% Senior Notes due 2028 (the “2028 Notes”), and $5.0 million, in the case of the notes offered hereby.
|
(2)
|
In accordance with the terms of the 2021 Notes, the 2024 Notes and the 2028 Notes, the respective interest rates payable on the 2021 Notes, the 2024 Notes and the 2028 Notes have been adjusted. The 2021 Notes currently bear interest at a floating rate equal to the three-month LIBOR plus 1.300% per year. The 2024 Notes currently bear interest at 4.400%. The 2028 Notes currently bear interest at 4.950% per year.
|
(3)
|
On April 10, 2020, we entered into a new $600 million 364-day credit facility maturing on April 9, 2021, the maturity of which was subsequently extended to July 9, 2021. The facility includes a $144.0 million revolving credit facility denominated in U.S. dollars and a $456.0 million term loan denominated in U.S. dollars. Under the facility, we can elect to receive advances bearing interest based on either the Alternate Base Rate or the LIBO Rate (each as defined in the agreement governing the facility) plus an applicable margin that is determined based on our credit ratings or the Company’s Leverage Ratio (as defined in the agreement governing the facility). The agreement governing the facility contains affirmative, negative and financial covenants and events of default customary for facilities of this type and substantially similar to our existing senior credit facility.
|
•
|
in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Wabtec or a subsidiary of Wabtec;
|
•
|
in connection with any sale or other disposition of all of the capital stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) Wabtec or a subsidiary of Wabtec;
|
•
|
upon defeasance or satisfaction and discharge of the notes as provided under the caption “— Satisfaction and Discharge; Defeasance and Covenant Defeasance”; or
|
•
|
at such time as the Guarantor ceases to guarantee debt of Wabtec or a Guarantor, other than any such debt for which the Guarantor’s guarantee will be released concurrently with the release of the Guarantor’s guarantee of the notes, provided that such cessation does not result from payment under such guarantee.
|
(1)
|
100% of the principal amount of the notes being redeemed; and
|
(2)
|
the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed assuming such notes matured on the Par Call Date (not including any portion of such payments of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 45 basis points,
|
Moody’s Rating*
|
| |
Percentage
|
Ba2.
|
| |
0.25%
|
Ba3.
|
| |
0.50%
|
B1.
|
| |
0.75%
|
B2 or below
|
| |
1.00%
|
*
|
Including the equivalent ratings of any substitute rating agency.
|
S&P Rating*
|
| |
Percentage
|
BB+
|
| |
0.25%
|
BB
|
| |
0.50%
|
BB-
|
| |
0.75%
|
B+ or below
|
| |
1.00%
|
*
|
Including the equivalent ratings of any substitute rating agency.
|
(1)
|
the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our assets and the assets of our subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to us or one of our subsidiaries;
|
(2)
|
the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than us or one of our subsidiaries) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our outstanding Voting Stock, measured by voting power rather than number of shares;
|
(3)
|
we consolidate with, or merge with or into, any Person, or any Person consolidates with, or merges with or into, us, in any such event pursuant to a transaction in which any of our outstanding Voting Stock or Voting Stock of such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where our shares of Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving Person immediately after giving effect to such transaction;
|
(4)
|
the first day on which the majority of the members of our board of directors cease to be Continuing Directors; or
|
(5)
|
the adoption of a plan relating to our liquidation or dissolution.
|
(1)
|
was a member of our board of directors on the date of the issuance of the notes; or
|
(2)
|
was nominated for election or elected to our board of directors with the approval of a majority of the Continuing Directors who were members of our board of directors at the time of such nomination or election.
|
•
|
any Liens existing prior to the issuance of the notes;
|
•
|
any Liens on property of, shares of stock of (or other interests in) or Debt of any entity existing at the time such entity becomes a Restricted Subsidiary;
|
•
|
any Liens on property of, shares of stock of (or other interests in) or Debt of any entity (a) existing at the time of acquisition of such property or shares (or other interests) (including acquisition through merger or consolidation), provided that any such Lien was in existence prior to the date of such acquisition, was not incurred in anticipation thereof and does not extend to any other property, (b) to secure the payment of all or any part of the purchase price of such property or shares (or other interests) or the costs of construction or improvement of such property or (c) to secure any Debt incurred prior to, at the time of, or within 270 days after the later of the acquisition, the completion of construction or the commencement of full operation of such property or within 270 days after the acquisition of such shares (or other interests) for the purpose of financing all or any part of the purchase price of such property or shares (or other interests) or the costs of construction thereon;
|
•
|
any Liens in favor of us or any of our Restricted Subsidiaries;
|
•
|
any Liens in favor of, or required by contracts with, governmental entities; and
|
•
|
any extension, renewal or replacement of any Lien referred to in any of the preceding clauses, provided that such extension, renewal or replacement Lien will be limited to the same property that secured the Lien so extended, renewed or replaced and will not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement.
|
•
|
all applicable depreciation, amortization and other valuation reserves;
|
•
|
all current liabilities; and
|
•
|
all goodwill, trade names, trademarks, patents, unamortized debt discount and expenses and other like intangibles,
|
•
|
the principal business of which consists of finance, banking, credit, leasing, insurance, financial services or other similar operations;
|
•
|
which is a Special Purpose Subsidiary;
|
•
|
substantially all the assets of which consist of the capital stock of a Subsidiary or Subsidiaries engaged in the operations referred to in the preceding bullet; or
|
•
|
designated as an unrestricted subsidiary by resolution of our board of directors and which, in the opinion of our board of directors, is not of material importance to the business conducted by us and our Restricted Subsidiaries taken as a whole.
|
•
|
failure to make the required payment in connection with a Change of Control Triggering Event when due and payable in accordance with the terms of the Indenture;
|
•
|
failure to observe or perform any other covenant in the Indenture, the notes or the guarantees, other than a covenant or warranty a default in whose performance or whose breach is specifically dealt with in the section of the Indenture governing such covenant or warranty, if the failure continues for 60 days after written notice by the Trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding;
|
•
|
default under any of our or our restricted subsidiaries’ debt, whether such debt now exists or is incurred after the date of this prospectus supplement, if that default:
|
•
|
is caused by a failure to pay principal on such debt at its stated final maturity (after giving effect to any applicable grace periods provided in such debt) (a “Payment Default”); or
|
•
|
results in the acceleration of such debt prior to its express maturity (an “Acceleration Event”), and (i) in each case, the principal amount of any such debt, together with the principal amount of any other such debt under which there has been a Payment Default or an Acceleration Event, aggregates $100 million or more and (ii) in the case of a Payment Default, such debt is not discharged and, in the case of an Acceleration Event, such acceleration is not rescinded or annulled, within 10 days after written notice has been given by the Trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding ; or
|
•
|
any of the guarantees is held in any judicial proceeding to be unenforceable or invalid or, except as permitted by the Indenture, ceases for any reason to be in full force and effect, or any Guarantor denies or disaffirms its obligations under its guarantee with respect to the notes.
|
•
|
to cure any ambiguity, omission, defect or inconsistency as evidenced in an officers’ certificate;
|
•
|
to provide for the assumption of our or any of the Guarantors’ obligations under the Indenture by a successor or transferee upon any permitted merger, consolidation or asset transfer;
|
•
|
to provide for uncertificated notes in addition to or in place of certificated notes;
|
•
|
to reflect the release of any Guarantor in accordance with the terms of the Indenture;
|
•
|
to provide any security for or other guarantees of the notes or any guarantee of a Guarantor or for the addition of an additional obligor on the notes;
|
•
|
to comply with any requirement to effect or maintain the qualification of the Indenture under the TIA, if applicable; to add covenants that would benefit the holders of notes or to surrender any rights we have under the Indenture;
|
•
|
to change or eliminate any of the provisions of the Indenture, provided that any such change or elimination is not effective with respect to any notes created prior to the execution of the applicable supplemental indenture which is entitled to the benefit of such provision;
|
•
|
to provide for the issuance of and establish forms and terms and conditions of a new series of debt securities to be issued under the Indenture;
|
•
|
to facilitate the defeasance and discharge of the notes otherwise in accordance with the existing terms of the Indenture; provided that any such action does not adversely affect the rights of any holder of outstanding notes in any material respect;
|
•
|
to issue additional notes, provided that such additional notes have the same terms as the notes being offered by this prospectus supplement (except for the issued date, the public offering price and, in some cases, the first interest payment date) and together with the notes offered by this prospectus supplement, would constitute a single class of debt securities under the Indenture; and provided further that if the additional notes are not fungible with the notes for U.S. federal income tax purposes, the additional notes will have a separate CUSIP number;
|
•
|
to evidence and provide for the acceptance of and appointment of a successor Trustee with respect to the notes and to add to or change any of the provisions of the notes as necessary to provide for or facilitate the administration of the trust by more than one Trustee;
|
•
|
to add additional events of default with respect to the notes;
|
•
|
to make any change with respect to the notes that does not adversely affect the rights of the holders of the notes in any material respect; and
|
•
|
to evidence the release of any Guarantor and its obligations pursuant to the Indenture.
|
•
|
reduce the percentage in principal amount of the notes, the consent of whose holders is required for any amendment, supplement or waiver;
|
•
|
reduce the rate of or change the time for payment of interest on the notes;
|
•
|
reduce the principal of the notes or change the stated maturity of the notes;
|
•
|
reduce any premium payable on the redemption of the notes or change the time at which the notes may or must be redeemed or alter or waive any of the provisions with respect to the redemption of the notes;
|
•
|
make payments on the notes payable in currency other than as originally stated in the notes
|
•
|
impair the holders’ right to institute suit for the enforcement of any payment on the notes; or
|
•
|
waive a continuing default or event of default regarding any payment on the notes.
|
•
|
upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the underwriters with portions of the principal amount of the Global Notes; and
|
•
|
ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes).
|
•
|
any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or
|
•
|
any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.
|
•
|
DTC (a) notifies us that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and in either event the Company fails to appoint a successor depositary within 90 days; or
|
•
|
there has occurred and is continuing an event of default and DTC notifies the Trustee of its decision to exchange the Global Note for Certificated Notes.
|
(in millions)
|
| |
Multi-currency
revolving loan facility |
Maximum availability
|
| |
$1,200.0
|
Outstanding borrowings
|
| |
570.2
|
Letters of credit under the Revolving Credit Facility
|
| |
32.3
|
Current availability
|
| |
$597.5
|
Interest Coverage Ratio(1)
|
| |
no less than 3.00x
|
Leverage Ratio(2)
|
| |
no greater than 3.25x
|
(1)
|
Interest Coverage Ratio is defined as the ratio of EBITDA, as defined in the Credit Agreement, to net interest expense for the four quarters then ended.
|
(2)
|
Leverage Ratio is defined as the ratio of net debt as of the last day of a fiscal quarter to EBITDA, as defined in the Credit Agreement, for the four quarters then ended.
|
•
|
owns, actually or constructively, shares of our stock representing at least 10% of the total combined voting power of all classes of our stock entitled to vote;
|
•
|
is a bank whose receipt of interest is described in section 881(c)(3)(A) of the Code; or
|
•
|
is a “controlled foreign corporation” that is related, directly or indirectly, to us through sufficient actual or constructive stock ownership.
|
•
|
the gain is effectively connected with the conduct by the non-U.S. holder of a U.S. trade or business (and, generally, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. holder), in which case the gain would be subject to tax as described below under “— Income or Gains Effectively Connected with a U.S. Trade or Business”; or
|
•
|
the non-U.S. holder is an individual who is present in the United States for 183 days or more in the year of disposition and certain other conditions apply, in which case, except as otherwise provided by an applicable income tax treaty, the gain, which may be offset by certain U.S.-source capital losses, would be subject to a flat 30% tax, even though the individual is not considered a resident of the United States.
|
Underwriters
|
| |
Principal
Amount of Notes |
BofA Securities, Inc.
|
| |
$72,500,000
|
J.P. Morgan Securities LLC
|
| |
72,500,000
|
PNC Capital Markets LLC
|
| |
72,500,000
|
Citigroup Global Markets Inc.
|
| |
32,500,000
|
Credit Agricole Securities (USA) Inc.
|
| |
32,500,000
|
Goldman Sachs & Co. LLC
|
| |
32,500,000
|
HSBC Securities (USA) Inc.
|
| |
32,500,000
|
SG Americas Securities, LLC
|
| |
32,500,000
|
TD Securities (USA) LLC
|
| |
32,500,000
|
BNP Paribas Securities Corp.
|
| |
15,000,000
|
MUFG Securities Americas Inc.
|
| |
15,000,000
|
Scotia Capital (USA) Inc.
|
| |
15,000,000
|
U.S. Bancorp Investments, Inc.
|
| |
15,000,000
|
Huntington Securities, Inc.
|
| |
10,000,000
|
Morgan Stanley & Co. LLC
|
| |
10,000,000
|
KeyBanc Capital Markets Inc.
|
| |
3,750,000
|
Stephens Inc.
|
| |
3,750,000
|
Total
|
| |
$500,000,000
|
Our SEC Filings (File No. 1-12001)
|
| |
Period for or Date of Filing
|
Annual Report on Form 10-K
|
| |
Year ended December 31, 2016
|
Quarterly Reports on Form 10-Q
|
| |
Quarters ended March 31 and June 30, 2017
|
Current Reports on Form 8-K or Form 8-K/A
|
| | |
The portions of our Definitive Proxy Statement on Schedule 14A that are deemed “filed” with the SEC under the Exchange Act
|
| |
•
|
prolonged unfavorable economic and industry conditions in the markets served by us, including North America, South America, Europe, Australia, Asia and South Africa;
|
•
|
decline in demand for freight cars, locomotives, passenger transit cars, buses and related products and services;
|
•
|
reliance on major original equipment manufacturer customers;
|
•
|
original equipment manufacturers’ program delays;
|
•
|
demand for services in the freight and passenger rail industry;
|
•
|
demand for our products and services;
|
•
|
orders either being delayed, cancelled, not returning to historical levels, or reduced or any combination of the foregoing;
|
•
|
consolidations in the rail industry;
|
•
|
continued outsourcing by our customers;
|
•
|
industry demand for faster and more efficient braking equipment;
|
•
|
fluctuations in interest rates and foreign currency exchange rates; or
|
•
|
availability of credit;
|
•
|
supply disruptions;
|
•
|
technical difficulties;
|
•
|
changes in operating conditions and costs;
|
•
|
increases in raw material costs;
|
•
|
successful introduction of new products;
|
•
|
performance under material long-term contracts;
|
•
|
labor relations;
|
•
|
the outcome of our existing or any future legal proceedings, including litigation involving our principal customers and any litigation with respect to environmental matters, asbestos-related matters, pension liabilities, warranties, product liabilities or intellectual property claims;
|
•
|
completion and integration of acquisitions, including the acquisition of Faiveley Transport, S.A. (“Faiveley Transport”); or
|
•
|
the development and use of new technology;
|
•
|
the actions of competitors;
|
•
|
political stability in relevant areas of the world;
|
•
|
future regulation/deregulation of our customers and/or the rail industry;
|
•
|
levels of governmental funding on transit projects, including for some of our customers;
|
•
|
political developments and laws and regulations, including those related to Positive Train Control; or
|
•
|
federal and state income tax legislation; and
|
•
|
the outcome of negotiations with partners, governments, suppliers, customers or others.
|
|
| |
Six Months
Ended June 30, 2017 |
| |
Year Ended December 31,
|
||||||||||||
|
| |
2016
|
| |
2015
|
| |
2014
|
| |
2013
|
| |
2012
|
|||
Ratio of earnings to fixed charges
|
| |
5.1x
|
| |
7.9x
|
| |
23.2x
|
| |
19.2x
|
| |
17.2x
|
| |
19.5x
|
•
|
the title of the debt securities;
|
•
|
if other than U.S. currency, the currency in which the debt securities may be purchased and the currency in which principal, premium, if any, and interest will be paid;
|
•
|
the total principal amount of the debt securities;
|
•
|
the price at which the debt securities will be issued;
|
•
|
the date or dates on which the debt securities will mature and the right, if any, to extend the maturity date or dates;
|
•
|
the annual rate or rates, if any, at which the debt securities will bear interest, including the method of calculating interest if a floating rate is used;
|
•
|
the date or dates from which the interest will accrue, the interest payment dates on which the interest will be payable or the manner of determination of the interest payment dates and the record dates for the determination of holders to whom interest is payable;
|
•
|
the place or places where principal, premium, if any, and interest will be payable;
|
•
|
any redemption, repayment or sinking fund provision;
|
•
|
the application, if any, of defeasance provisions to the debt securities;
|
•
|
if other than the entire principal amount, the portion of the debt securities that would be payable upon acceleration of the maturity of the debt securities;
|
•
|
any obligation we may have to redeem, purchase or repay the debt securities at the option of a holder upon the happening of any event and the terms and conditions of redemption, repurchase or repayment;
|
•
|
the form of debt securities, including whether we will issue the debt securities in individual certificates to each holder or in the form of temporary or permanent global securities held by a depositary on behalf of holders;
|
•
|
if the amount of payments of principal, premium, if any, or interest on the debt securities may be determined by reference to an index, the manner in which that amount will be determined;
|
•
|
whether the debt securities will be guaranteed by one or more of the Subsidiary Guarantors and, if so, the identity of the applicable Subsidiary Guarantors and whether any subordination provisions or other limitations are applicable to any such guarantees;
|
•
|
any additional covenants applicable to the debt securities;
|
•
|
any additional events of default applicable to the debt securities;
|
•
|
the terms of subordination, if applicable;
|
•
|
the terms of conversion, if applicable;
|
•
|
the terms of subordination of the debt securities, if applicable;
|
•
|
any material provisions described in this prospectus that do not apply to the debt securities; and
|
•
|
any other material terms of the debt securities, including any additions, deletions or other changes to the terms described in this prospectus, and any terms which may be required by or advisable under applicable laws or regulations.
|
•
|
either (i) we are the surviving corporation or (ii) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States or, if such person, firm, corporation or other entity is not a corporation, a co-obligor of the outstanding debt securities issued under the applicable indenture is a corporation organized under any such laws, and any resulting, surviving or transferee entity expressly assumes the Company’s obligations under the applicable indenture and the outstanding debt securities issued under the applicable indenture, by a supplemental indenture to which we are a party;
|
•
|
there is no default under the applicable indenture immediately after giving effect to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal; and
|
•
|
the resulting or transferee entity shall have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposal complies with the applicable indenture.
|
•
|
we fail to pay any interest on an issue of debt securities within 30 days after such interest becomes due and payable by the terms of that issue of debt securities;
|
•
|
we fail to pay principal of or premium, if any, on an issue of debt securities at maturity, or if applicable, the redemption price, when due and payable;
|
•
|
we fail to pay any sinking fund installment on an issue of debt securities within 30 days of such installment becoming due and payable;
|
•
|
we or any Subsidiary Guarantor, if applicable, fails to comply with any of the covenants or agreements in the applicable debt securities or indenture (other than a covenant or agreement that we have included
|
•
|
in the applicable indenture solely for the benefit of another series of debt securities issued under that indenture) for 90 days after the trustee or the holders of at least 25% in principal amount of all outstanding debt securities of a series of debt securities affected by that failure have given us a written notice of the failure;
|
•
|
certain events of bankruptcy, insolvency or reorganization occur; or
|
•
|
any other Event of Default described in the applicable prospectus supplement occurs.
|
•
|
we deliver to the trustee all debt securities of that series then outstanding for cancellation; or
|
•
|
all debt securities of that series not delivered to the trustee for cancellation (i) have become due and payable, (ii) are to become due and payable at their stated maturity within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the
|
•
|
we may elect either:
|
•
|
to defease and be discharged from any and all obligations with respect to any debt securities of such series (except for the obligations, among others, to register the transfer or exchange of such debt securities, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency in respect of the debt securities and to hold moneys for payment in trust) (“defeasance”); or
|
•
|
to be released from our obligations with respect to the restrictions described above under “— Restrictive Covenants,” together with additional covenants that may be included for a particular series; and
|
•
|
the Events of Default described in the third, fourth and sixth bullets under “— Events of Default,” shall not be Events of Default under that indenture with respect to such series (“covenant defeasance”).
|
•
|
to cure any ambiguity, omission, defect or inconsistency as evidenced in an officers’ certificate;
|
•
|
to provide for the assumption of our obligations under the applicable indenture by a successor or transferee upon any permitted merger, consolidation or asset transfer;
|
•
|
to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
|
•
|
to provide any security for or guarantees of the securities issued under the applicable indenture or for the addition of an additional obligor on the securities issued under the applicable indenture;
|
•
|
to comply with any requirement to effect or maintain the qualification of the applicable indenture under the Trust Indenture Act of 1939, as amended, if applicable;
|
•
|
to add covenants that would benefit the holders of debt securities of the applicable series or to surrender any rights we have under the applicable indenture;
|
•
|
to change or eliminate any of the provisions of the applicable indenture, provided that any such change or elimination is not effective with respect to any outstanding debt securities of any series created prior to the execution of the applicable supplemental indenture which is entitled to the benefit of such provision;
|
•
|
to provide for the issuance of and establish forms and terms and conditions of a new series of debt securities to be issued under the applicable indenture;
|
•
|
to facilitate the defeasance and discharge of the debt securities of any series otherwise in accordance with the existing terms of the applicable indenture; provided that any such action does not adversely affect the rights of any holder of outstanding debt securities of any series in any material respect;
|
•
|
to issue additional debt securities of any series of debt securities issued under the applicable indenture, provided that such additional debt securities have the same terms as, and are deemed part of the same series as, the applicable series to the extent required under the applicable indenture; and provided further that if the additional debt securities are not fungible with such existing series of debt securities for United States federal income tax purposes, the additional debt securities will have a separate CUSIP number;
|
•
|
to evidence and provide for the acceptance of and appointment of a successor trustee with respect to the debt securities of one or more series and to add to or change any of the provisions of the applicable indenture as necessary to provide for or facilitate the administration of the trust by more than one trustee;
|
•
|
to add additional events of default with respect to any series of debt securities issued under that indenture;
|
•
|
to make any change that does not adversely affect any outstanding debt securities in any material respect; and
|
•
|
to add guarantees with respect to any series of debt securities issued under that indenture or confirm and evidence the release, termination or discharge of any guarantee with respect to any series of debt securities issued under that indenture to the extent that such release, termination or discharge is permitted under the terms the applicable indenture and any applicable supplemental indenture.
|
•
|
reduce the percentage in principal amount of the debt securities of that series, the consent of whose holders is required for any amendment, supplement or waiver;
|
•
|
reduce the rate of or change the time for payment of interest on debt securities of that series;
|
•
|
reduce the principal of the debt securities of that series or change the stated maturity of the debt securities of that series;
|
•
|
reduce any premium payable on the redemption of the debt securities of that series or change the time at which the debt securities of that series may or must be redeemed or alter or waive any of the provisions with respect to the redemption of the debt securities of that series;
|
•
|
make payments on the debt securities of that series payable in currency other than as originally stated in such debt securities;
|
•
|
impair the holders’ right to institute suit for the enforcement of any payment on the debt securities of that series; or
|
•
|
waive a continuing default or event of default regarding any payment on the debt securities of that series.
|
•
|
how it handles payments and notices;
|
•
|
whether it imposes fees or charges;
|
•
|
how it would handle voting, if applicable;
|
•
|
whether and how you can instruct it to send you debt securities registered in your own name so you can be a direct holder, as described below; and
|
•
|
if applicable, how it would pursue rights under your debt securities if there were a default or other event triggering the need for holders to act to protect their interests.
|
•
|
the investor cannot have debt securities of that series registered in his or her own name;
|
•
|
the investor cannot receive physical certificates for his or her interest in the debt securities of that series;
|
•
|
the investor will be a “Street Name” holder and must look to his or her own bank or broker for payments on the debt securities of that series and protection of his or her legal rights relating to the debt securities of that series, as described under “— ‘Street Name’ and Other Indirect Holders”;
|
•
|
the investor may not be able to sell interests in the debt securities of that series to some insurance companies and other institutions that are required by law to own their securities in the form of physical certificates; and
|
•
|
the depositary’s policies will govern payments, transfers, exchange and other matters relating to the investor’s interest in the global security. Neither we nor the applicable trustee have or will have any responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security. Also, neither we nor the applicable trustee do or will supervise the depositary in any way.
|
•
|
when the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary, and we do not appoint a successor depositary;
|
•
|
when an Event of Default on the applicable series of debt securities has occurred and has not been cured; and
|
•
|
at any time if we decide to terminate a global security.
|
•
|
payments on a series of debt securities will be made in U.S. dollars by check mailed to the holder’s registered address or, with respect to global securities, by wire transfer;
|
•
|
we will make interest payments to the person in whose name the debt security is registered at the close of business on the record date for the interest payment; and
|
•
|
the trustee under the applicable indenture will be designated as our paying agent for payments on debt securities issued under that indenture. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts.
|
•
|
the Delaware General Corporation Law, as it may be amended from time to time;
|
•
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our Restated Articles of Incorporation, as they may be amended or restated from time to time; and
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our Amended By-Laws (our “By-Laws”), as they may be amended or restated from time to time.
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the number of shares constituting that series and the distinctive designation of that series;
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the dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, the declaration and payment dates and the payment preference, if any, to dividends payable on any other class or classes or series of stock;
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whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms thereof;
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whether that series shall have conversion or exchange privileges, and, if so, the terms and conditions thereof;
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whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions thereof;
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whether that series shall be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of that series, and, if so, the terms and amounts thereof;
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the right of the shares of that series to the benefit of conditions and restrictions upon (i) the creation of indebtedness of Wabtec or any subsidiary; (ii) the issue of any additional stock (including additional shares of such series or of any other series); and (iii) the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by Wabtec or any subsidiary of, any outstanding stock of Wabtec;
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the right of the shares of that series in the event of any voluntary or involuntary liquidation, dissolution or winding up of Wabtec and whether such rights shall be in preference to, or in another relation to, the comparable rights of any other class or classes or series of stock; and
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any other relative, participating, option or other special rights, qualifications, limitations or restrictions of that series.
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our Board of Directors is classified into three classes, with one class elected each year to serve a three-year term;
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our By-Laws require the Nominating and Corporate Governance Committee to nominate (a) William E. Kassling (so long as Mr. Kassling is able and willing to serve and members of his immediate family and their affiliates collectively and beneficially own at least 50% of the shares of common stock of Wabtec beneficially owned by Mr. Kassling immediately after the closing of the stock purchase transaction governed by the stock purchase agreement dated as of March 5, 1997 and described in the Current Report on Form 8-K filed by Wabtec on April 11, 1997) and (b) Emilio A. Fernandez (so long as Mr. Fernandez is able and willing to serve and Mr. Fernandez and his immediate family and their affiliates collectively and beneficially own at least 50% of the shares of common stock of Wabtec delivered by the Corporation pursuant to that certain Asset Purchase Agreement dated as of January 23, 1995 by and among Wabtec, Pulse Acquisition Corporation, Pulse Electronics, Incorporated and Pulse Embedded Computer Systems, Inc., which was filed as an exhibit to Wabtec’s Registration Statement on Form S-1 (Registration No. 33-90866));
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except as otherwise provided by applicable law, our Restated Articles of Incorporation or our By-Laws, our By-Laws may be altered, amended or repealed by the stockholders at any annual or special meeting or by action of the Board of Directors;
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special meetings of the stockholders may be called at any time by the Chairman of our Board, the Chief Executive Officer, a majority of our Board of Directors or stockholders owning not less than 25% of the capital stock of our issued and outstanding capital stock entitled to vote and may not be called by any other person or persons or in any other manner; and
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stockholders must provide advance notice if they wish to submit a proposal or nominate candidates for director at our annual meeting of stockholders.
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to or through underwriting syndicates represented by managing underwriters;
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through one or more underwriters without a syndicate for them to offer and sell to the public;
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through dealers or agents;
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to investors directly in negotiated sales or in competitively bid transactions; or
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to holders of other securities in connection with acquisitions.
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the name or names of any underwriters;
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the purchase price and the proceeds to us from that sale;
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any underwriting discounts and other items constituting underwriters’ compensation;
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any commissions paid to agents;
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the initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers; and
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any securities exchanges on which the securities may be listed.
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Over-allotment transactions involve sales in excess of the offering size, which create a short position for the underwriters.
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Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
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Covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover short positions.
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Penalty bids permit the underwriters to reclaim a selling concession from a broker/dealer when the securities originally sold by that broker/dealer are repurchased in a covering transaction to cover short positions.
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