8-K

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): December 12, 2016

Genesee & Wyoming Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-31456	06-0984624
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20 West Avenue Darien, Connecticut	06820
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 202-8900

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:

☐ 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)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 – Regulation FD.

On December 12, 2016, Genesee & Wyoming Inc. (the “Company”) issued a press release announcing that a subsidiary of the Company entered into an agreement to acquire Pentalver Transport Limited from a subsidiary of APM Terminals (a subsidiary of AP Møeller-Maersk A/S) and the expansion of service capabilities in U.K. intermodal logistics.

The full text of the press release attached hereto under Item 9.01 as Exhibit 99.1 is furnished in its entirety pursuant to this Item 7.01 and is incorporated into this Item 7.01 by reference.

The information contained in this Item 7.01 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 – Other Events.

Also on December 12, 2016, the Company issued a press release announcing the commencement of a registered underwritten public offering of its Class A Common Stock.

The full text of the press release attached hereto under Item 9.01 as Exhibit 99.2 is incorporated into this Item 8.01 by reference.

Cautionary Statement Regarding Forward-Looking Statements

This filing contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates and projections at the time GWI makes the statements and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should, “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and GWI cautions readers that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. Factors that could cause actual results to differ materially from those described in this filing include, among others: uncertainties as to whether and when the acquisition will be consummated; general economic and business conditions; and other factors. Readers are cautioned not to place undue reliance on the forward-looking statements included in this filing, which speak only as of the date hereof. GWI does not undertake to update any of these statements in light of new information or future events.

2

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit		Description
	99.1	Press release, dated December 12, 2016, announcing Genesee & Wyoming Inc.’s Subsidiary Enters into Agreement to Acquire Pentalver Transport Limited from APM Terminals; Expands Service Capabilities in U.K. Intermodal Logistics.
	99.2	Press release, dated December 12, 2016, announcing Genesee & Wyoming Inc.’s Proposed Public Offering of Class A Common Stock.

3

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.

	Genesee & Wyoming Inc.
Date: December 12, 2016	By:	/s/ Allison M. Fergus
	Name:  Allison M. Fergus
	Title:    General Counsel and Secretary

4

INDEX OF EXHIBITS

Exhibit	Description
99.1	Press release, dated December 12, 2016, announcing Genesee & Wyoming Inc.’s Subsidiary Enters into Agreement to Acquire Pentalver Transport Limited from APM Terminals; Expands Service Capabilities in U.K. Intermodal Logistics.
99.2	Press release, dated December 12, 2016, announcing Genesee & Wyoming Inc.’s Proposed Public Offering of Class A Common Stock.

5

EX-99.1

Exhibit 99.1

Genesee & Wyoming Inc. Subsidiary Enters into Agreement to Acquire Pentalver Transport Limited from APM Terminals; Expands Service Capabilities in U.K. Intermodal Logistics

DARIEN, Conn.—(BUSINESS WIRE)—Dec. 12, 2016—Genesee & Wyoming Inc. (G&W) (NYSE:GWR) announced today that its subsidiary, GWI UK Acquisition Company Limited, has entered into an agreement with a subsidiary of APM Terminals (a subsidiary of A P Møller-Maersk A/S) to purchase all of the issued share capital of Pentalver Transport Limited (Pentalver) for approximately £87 million (or approximately US$110 million at current exchange rates), subject to final working capital and other closing adjustments. The transaction is subject to satisfaction of customary closing conditions, including the receipt of competition clearances and the finalization of certain lease agreements, and is expected to close in the first quarter of 2017.

Headquartered in Southampton, U.K., Pentalver operates off-dock container terminals (most under long-term lease) strategically placed at each of the four major seaports of Felixstowe, Southampton, London Gateway and Tilbury, as well as an inland terminal located at Cannock, in the U.K. Midlands, near many of the nation’s largest distribution centers. In addition to providing storage for loaded and empty containers on over 100 acres of land, Pentalver also operates a trucking haulage service with more than 150 trucks, primarily providing daily service between the seaports of Felixstowe and Southampton and its inland terminal at Cannock. Pentalver also provides services related to container maintenance and repair (including refrigerated containers) and is one of the largest sellers of new and used containers in the U.K.

Pentalver’s operations are complementary to those of G&W’s Freightliner subsidiary, which is the largest provider of maritime container transportation by rail in the U.K. The logistics of maritime container transportation in the U.K. are highly competitive, whether by road, rail or short-sea, with a premium placed on timely, efficient and safe service. G&W expects that the Pentalver acquisition will enable G&W to (i) enhance its U.K. services by providing rail and road transportation solutions, as well as offering storage options at the ports and inland, and (ii) unlock efficiencies from shared services and enhanced asset utilization from Pentalver’s trucking fleet and Freightliner’s existing fleet of approximately 250 trucks that currently provide local collection and delivery haulage from Freightliner’s inland terminals. With approximately 600 employees, Pentalver will continue to be run by its current Managing Director, Chris Lawrenson, and will operate as part of G&W’s U.K./Europe Region.

Jack Hellmann, President and Chief Executive Officer of G&W, commented, “The acquisition of Pentalver is an excellent strategic fit with our existing intermodal offering in the U.K. With the advent of larger container ships and the growth of distribution centers in the Midlands and throughout the U.K., our maritime intermodal customers are seeking greater service optionality, which includes not only rail and road transportation but also the ability to store, maintain and position containers. Amidst the dramatic changes that are structurally altering the global shipping industry, we are pleased to be enhancing our service capabilities to meet the long term needs of our intermodal customers in the U.K.”

“In addition, we are excited to welcome Pentalver’s employees to G&W as we work together with our existing Freightliner subsidiaries to provide the safest, most reliable and efficient transportation services to the U.K. maritime intermodal market.”

Joe Nicklaus Nielsen, APM Terminals Vice President and Head of Port Investment said, “This divestment is in line with APM Terminals’ strategy to develop and optimize our portfolio of businesses. Pentalver is a successful business, and we are pleased to have found a new strong owner in Genesee & Wyoming. Together with existing management and the around 600 dedicated employees of Pentalver, Genesee & Wyoming is an excellent new owner that will provide the right platform for customers going forward.”

About G&W

Genesee & Wyoming owns or leases 122 freight railroads worldwide that are organized in 10 operating regions with approximately 7,300 employees and more than 2,800 customers.*

• G&W’s eight North American regions serve 41 U.S. states and four Canadian provinces and include 115 short line and regional freight railroads with more than 13,000 track-miles.*

• G&W’s Australia Region provides rail freight services in New South Wales, including in the Hunter Valley coal supply chain, and in the Northern Territory and South Australia, including operating the 1,400-mile Tarcoola-to-Darwin rail line. The Australia Region is 51% owned by G&W and 49% owned by a consortium of funds and clients managed by Macquarie Infrastructure and Real Assets.

• G&W’s U.K./Europe Region is led by Freightliner, the U.K.’s largest rail maritime intermodal operator and second-largest rail freight company. Operations also include heavy-haul in Poland and Germany and cross-border intermodal services connecting Northern European seaports with key industrial regions throughout the continent.

G&W subsidiaries provide rail service at more than 40 major ports in North America, Australia and Europe and perform contract coal loading and railcar switching for industrial customers.

*This information includes G&W’s acquisition of the Providence and Worcester Railroad, which is subject to pending U.S. Surface Transportation Board approval.

For more information, visit gwrr.com.

About APM Terminals

Pentalver is owned by APM Terminals – a leading global port operator with a presence in 69 countries with 72 container terminals and 140 inland services facilities providing the world’s most geographically balanced global terminal network. Based in The Hague, Netherlands, APM Terminals works with shipping lines, importers/exporters, governments, business leaders and the

entire global supply chain to provide solutions that help nations achieve their ambitions and businesses reach their performance goals. https://www.apmterminals.com

Contacts:

Michael Williams, Corporate Communications

Genesee & Wyoming Inc., Darien, Connecticut

mwilliams@gwrr.com

1-203-202-8900

Tom Boyd, Director, External Communications

APM Terminals, The Hague, Netherlands

Thomas.H.Boyd@apmterminals.com

+31 70 304 2181

This press release contains “forward-looking statements,” including with respect to the proposed acquisition of Pentalver by G&W and the impact of recently closed acquisitions. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could change or delay any of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Among other risks, there can be no guarantee that the acquisition will be completed within the anticipated time frame or at all or that the expected benefits of the acquisition will be realized. Factors that could cause actual results to differ materially include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the share purchase agreement; (2) the inability to complete the acquisition due to the failure to satisfy the conditions to closing; (3) risks that the proposed transaction disrupts current plans and operations and potential difficulties in employee retention as a result of the acquisition and other recent acquisitions and investments; (4) the ability to recognize the benefits of the acquisition; (5) legislative, regulatory and economic developments; and (6) other factors described in G&W’s filings with the SEC. Many of the factors that will determine the outcome of the subject matter of this communication are beyond G&W’s ability to control or predict. Forward-looking statements in this press release should be evaluated together with the many uncertainties that affect G&W’s business, particularly those identified in the cautionary factors discussed in G&W’s annual report on Form 10-K for the year ended December 31, 2015 and its quarterly report on Form 10-Q for the quarter ended September 30, 2016. G&W does not undertake, and expressly disclaims, any duty to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

EX-99.2

Exhibit 99.2

Genesee & Wyoming Inc. Announces Proposed Public Offering of Class A Common Stock

DARIEN, Conn.—(BUSINESS WIRE)—Dec. 12, 2016—Genesee & Wyoming Inc. (G&W) (NYSE:GWR) announced today that it has commenced a registered underwritten public offering (the Offering) of 4,000,000 shares of its Class A Common Stock. In addition, G&W intends to grant the underwriters of the Offering a 30-day option to purchase up to an additional 600,000 shares of Class A Common Stock.

G&W intends to use the net proceeds of the Offering to fund its acquisition of Pentalver Transport Limited (Pentalver), which was announced today, and to repay indebtedness. If the acquisition of Pentalver is not consummated, G&W intends to use the remaining net proceeds from the Offering for general corporate purposes, including repaying indebtedness, strategic investments and acquisitions.

BofA Merrill Lynch, Citigroup and J.P. Morgan are serving as the joint book-running managers for the Class A Common Stock offering.

The shares of Class A Common Stock will be issued pursuant to an effective registration statement previously filed with the Securities and Exchange Commission (the SEC) on Form S-3 and available for review on the SEC’s website at www.sec.gov. A preliminary prospectus supplement related to the Offering of Class A Common Stock will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.

Copies of the preliminary prospectus supplement and the accompanying base prospectus related to the Class A Common Stock may be obtained from:

BofA Merrill Lynch at 222 Broadway, 7^th Floor, New York, New York 10038, Attn: Prospectus Department, email: dg.prospectus_requests@baml.com;

Citigroup, Attn: Prospectus Department, Brooklyn Army Terminal, 140 58^th Street, 8^th Floor, Brooklyn, New York 11220, batprospectusdept@citi.com or by calling 1-800-831-9146; and

J.P. Morgan, Attn: Broadridge Financial Solutions at 1155 Long Island Avenue, Edgewood, New York 11717, or by calling 1-866-803-9204.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About G&W

Genesee & Wyoming owns or leases 122 freight railroads worldwide that are organized in 10 operating regions with approximately 7,300 employees and more than 2,800 customers.*

• G&W’s eight North American regions serve 41 U.S. states and four Canadian provinces and include 115 short line and regional freight railroads with more than 13,000 track-miles.*

• G&W’s Australia Region provides rail freight services in New South Wales, including in the Hunter Valley coal supply chain, and in the Northern Territory and South Australia, including operating the 1,400-mile Tarcoola-to-Darwin rail line. The Australia Region is 51% owned by G&W and 49% owned by a consortium of funds and clients managed by Macquarie Infrastructure and Real Assets.

• G&W’s U.K./Europe Region is led by Freightliner, the U.K.’s largest rail maritime intermodal operator and second-largest rail freight company. Operations also include heavy-haul in Poland and Germany and cross-border intermodal services connecting Northern European seaports with key industrial regions throughout the continent.

G&W subsidiaries provide rail service at more than 40 major ports in North America, Australia and Europe and perform contract coal loading and railcar switching for industrial customers.

*This information includes G&W’s acquisition of the Providence and Worcester Railroad, which is subject to pending U.S. Surface Transportation Board approval.

For more information, visit gwrr.com.

Source: Genesee & Wyoming Inc.

Contacts:

Michael Williams, Corporate Communications

Genesee & Wyoming Inc., Darien, Connecticut

mwilliams@gwrr.com

1-203-202-8900

This press release contains “forward-looking statements,” including with respect to the proposed acquisition of Pentalver by G&W and the impact of recently closed acquisitions. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could change or delay any of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Among other risks, there can be no guarantee that the acquisition will be completed within the anticipated time frame or at all or that the expected benefits of the acquisition will be realized. Factors that could cause actual results to differ materially include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the share purchase agreement; (2) the inability to complete the acquisition due to the failure to satisfy the conditions to closing; (3) risks that the proposed transaction disrupts current plans and operations and potential difficulties in employee retention as a result of the acquisition; (4) the ability to recognize the benefits of the acquisition and other

recent acquisitions and investments; (5) legislative, regulatory and economic developments; and (6) other factors described in G&W’s filings with the SEC. Many of the factors that will determine the outcome of the subject matter of this communication are beyond G&W’s ability to control or predict. Forward-looking statements in this press release should be evaluated together with the many uncertainties that affect G&W’s business, particularly those identified in the cautionary factors discussed in G&W’s annual report on Form 10-K for the year ended December 31, 2015 and its quarterly report on Form 10-Q for the quarter ended September 30, 2016. G&W does not undertake, and expressly disclaims, any duty to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.