e424b3
The information in
this preliminary prospectus supplement is not complete and may
be changed. This preliminary prospectus supplement and the
accompanying prospectus are not an offer to sell these
securities and they are not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.
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Filed pursuant to Rule 424(B)(3)
Registration No. 333-168879
SUBJECT TO COMPLETION, DATED MAY
24, 2011
Prospectus Supplement
May , 2011
(To Prospectus dated August 17, 2010)
$
GATX Corporation
% Senior
Notes due
The notes will bear interest at the rate
of % per year. Interest on the
notes is payable
on
and
of each year, beginning
on ,
20 . The notes will mature
on ,
20 . We may redeem some or all of the notes at our
option at any time prior to maturity at a redemption price
described under the caption Description of
Notes Optional Redemption in this prospectus
supplement. If we experience a change of control repurchase
event, we may be required to offer to purchase the notes from
holders at a purchase price described under the caption
Description of Notes Repurchase Upon Change of
Control Repurchase Event in this prospectus supplement.
The notes will be senior obligations of our company and will
rank equally with all of our other unsecured senior indebtedness
from time to time outstanding.
We do not intend to make application to list the notes on any
national securities exchange or to include them in any automated
quotation system.
See Risk Factors beginning on
page S-1
of this prospectus supplement for a discussion of certain risk
factors that prospective investors should consider before
investing in the notes.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
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Per Note
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Total
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Public offering
price(1)
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%
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$
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Underwriting discount
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%
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$
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Proceeds to GATX Corporation (before
expenses)(1)
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%
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$
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(1)
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Plus accrued interest, if any,
from ,
20 .
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The underwriters expect to deliver the notes to purchasers
through the book-entry facilities of The Depository
Trust Company against payment in New York, New York on or
about ,
20 .
Joint Book-Running Managers
Lead Manager
Morgan Stanley
Co-Managers
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BMO
Capital Markets |
KeyBanc
Capital Markets |
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Loop
Capital Markets |
Mizuho
Securities |
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The
Williams Capital Group, L.P. |
US Bancorp |
You should rely only on the information contained in this
prospectus supplement, the accompanying prospectus and the
documents we have incorporated by reference. We have not
authorized anyone to provide you with different information. We
are not making an offer of the notes in any state where the
offer or sale is not permitted. You should not assume that the
information contained in this prospectus supplement, the
accompanying prospectus or the information we have previously
filed with the Securities and Exchange Commission that we
incorporate by reference is accurate as of any date other than
their respective dates. If information in this prospectus
supplement updates information in the accompanying prospectus,
the information in the prospectus supplement will apply and will
supersede that information in the prospectus.
TABLE OF
CONTENTS
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Page
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Prospectus Supplement
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S-1
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S-3
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S-3
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S-4
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S-5
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S-9
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S-11
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S-11
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Prospectus
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1
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1
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In this prospectus supplement, unless the context requires
otherwise, GATX Corporation, we,
us, our and the Company
refer to GATX Corporation and its consolidated subsidiaries.
i
RISK
FACTORS
You should consider carefully the following risks, together
with the other information included or incorporated by reference
in this prospectus, before making a decision to participate in
an offering for the sale of the notes. We cannot assure you that
any of the events discussed in the risk factors below will not
occur. If they do, our business, financial condition or results
of operations could be materially and adversely affected. In
such case, the trading price of our securities, including the
notes, could decline, and you might lose all or part of your
investment.
Risks
Relating to our Business
See the risk factors set forth in GATXs Annual Report on
Form 10-K
for the year ended December 31, 2010 (the Annual
Report), beginning on page 9, for a discussion of
certain material risks relating to our businesses.
Risks
Relating to the Notes
The
notes are effectively subordinated to our secured indebtedness
and the existing and future liabilities of our
subsidiaries.
The notes are our senior unsecured obligations and will rank
equal in right of payment to our other senior unsecured debt
from time to time outstanding. The notes are not secured by any
of our assets. Any claims of secured lenders with respect to
assets securing their loans will be prior to any claim of the
holders of the notes with respect to those assets.
Our subsidiaries are separate and distinct legal entities from
us. Our subsidiaries have no obligation to pay any amounts due
on the notes or to provide us with funds to meet our payment
obligations on the notes, whether in the form of dividends,
distributions, loans or other payments. In addition, any payment
of dividends, loans or advances by our subsidiaries could be
subject to statutory or contractual restrictions. Payments to us
by our subsidiaries will also be contingent upon the
subsidiaries earnings and other business considerations.
Our right to receive any assets of any of our subsidiaries upon
their bankruptcy, liquidation or reorganization, and therefore
the right of the holders of the notes to participate in those
assets, will be effectively subordinated to the claims of that
subsidiarys creditors, including trade creditors. In
addition, even if we are a creditor of any of our subsidiaries,
our right as a creditor would be subordinate to any security
interest in the assets of our subsidiaries and any indebtedness
of our subsidiaries senior to that held by us.
The
indenture does not restrict the amount of additional debt that
we may incur.
The notes and indenture under which the notes will be issued do
not place any limitation on the amount of unsecured debt that
may be incurred by us. Our incurrence of additional debt may
have important consequences for you as a holder of the notes,
including making it more difficult for us to satisfy our
obligations with respect to the notes, a loss in the trading
value of your notes, if any, and a risk that the credit rating
of the notes is lowered or withdrawn.
If an
active trading market does not develop for the notes, you may be
unable to sell your notes or to sell your notes at a price that
you deem sufficient.
The notes are a new issue of securities for which there
currently is no established trading market. We do not intend to
list the notes on a national securities exchange. While the
underwriters of the notes have advised us that they intend to
make a market in the notes, the underwriters will not be
obligated to do so and may stop their market-making at any time.
We cannot assure you:
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that a market for the notes will develop or continue;
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as to the liquidity of any market that does develop; or
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as to your ability to sell any notes you may own or the price at
which you may be able to sell your notes.
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S-1
We may
not be able to repurchase the notes upon a change of
control.
Upon the occurrence of specific kinds of change of control
events, unless we have exercised our right to redeem the notes,
each holder of notes will have the right to require us to
repurchase all or any part of such holders notes at a
price equal to 101% of their principal amount, plus accrued and
unpaid interest, if any, to the date of purchase. If we
experience a Change of Control Repurchase Event (as defined in
Description of NotesRepurchase Upon Change of
Control Repurchase Event), there can be no assurance that
we would have sufficient financial resources available to
satisfy our obligations to repurchase the notes. Our failure to
purchase the notes as required under the indenture governing the
notes would result in a default under the indenture, which could
have material adverse consequences for us and the holders of the
notes. See Description of NotesRepurchase Upon
Change of Control Repurchase Event.
S-2
USE OF
PROCEEDS
The net proceeds to us from the sale of the notes offered by
this prospectus supplement are expected to be
$ . We intend to use these net
proceeds for several purposes, including: (i) to repay
commercial paper maturing within 3 days and bearing an
effective interest rate of approximately 0.35% as of
May 23, 2011, (ii) to repay some or all of the
$181,765,000 outstanding of our 6.273% Senior Notes due
2011 which mature on June 15, 2011 and (iii) for
general corporate purposes, including working capital and
capital expenditures.
RATIO OF
EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed
charges for each of the periods indicated.
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Three Months Ended March 31,
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Year Ended December 31,
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2011
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2010
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2010
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2009
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2008
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2007
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2006
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Ratio of earnings to fixed
charges(a)
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1.15
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1.20
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1.41
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1.49
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2.01
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1.95
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1.74x
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(a)
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The ratio of earnings to fixed
charges represents the number of times fixed charges
are covered by earnings. Fixed charges
consist of interest on outstanding debt and amortization of debt
discount and expense, adjusted for capitalized interest and the
interest portion of operating lease expense.
Earnings consist of consolidated income from
continuing operations before income taxes and fixed charges,
less the share of affiliates earnings, net of
distributions received.
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S-3
FORWARD-LOOKING
STATEMENTS
This prospectus supplement, the accompanying prospectus and the
documents we incorporate by reference may contain statements
that may constitute forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as
amended (the Securities Act) and Section 21E of
the Securities Exchange Act of 1934, as amended (the
Exchange Act) and are subject to the safe harbor
provisions of those sections and the Private Securities
Litigation Reform Act of 1995. Some of these statements may be
identified by words such as anticipate,
believe, estimate, expect,
intend, predict, project or
other words and terms of similar meaning. Investors are
cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and
uncertainties, including those described in this prospectus
supplement and in our Annual Report on
Form 10-K
for the year ended December 31, 2010 and other filings with
the Securities and Exchange Commission, and that actual results
or developments may differ materially from those in the
forward-looking statements. Specific factors that might cause
actual results to differ from expectations include, but are not
limited to,
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general economic, market, regulatory and political conditions in
the rail, marine, industrial and other industries served by us
and our customers;
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lease rates, utilization levels and operating costs in our
primary operating segments;
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conditions in the capital markets;
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changes in our credit ratings and financing costs;
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regulatory rulings that may impact the economic value and
operating costs of assets;
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costs associated with maintenance initiatives;
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competitive factors in our primary markets including lease
pricing and asset availability;
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operational and financial risks associated with long-term
railcar purchase commitments;
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changes in loss provision levels within our portfolio;
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impaired asset charges that may result from changing market
conditions or portfolio management decisions that we implement;
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the opportunity for remarketing income; and
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the outcome of pending or threatened litigation.
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Given these risks and uncertainties, readers are cautioned not
to place undue reliance on these forward-looking statements,
which reflect managements analysis, judgment, belief or
expectation only as of the date hereof. We have based these
forward-looking statements on information currently available
and disclaim any intention or obligation to update or revise
these forward-looking statements to reflect subsequent events or
circumstances.
S-4
DESCRIPTION
OF NOTES
The following description of the particular terms of the notes
offered by this prospectus supplement supplements, and to the
extent inconsistent replaces, the description of the general
terms and provisions of the debt securities under
Description of Debt Securities in the accompanying
prospectus.
General
The notes will initially be limited in aggregate principal
amount to $ . The notes will be
senior securities as described in the accompanying prospectus.
We will issue the notes under an indenture dated as of
February 6, 2008 (the Indenture) between us and
U.S. Bank National Association, as Trustee. The Indenture
does not limit the amount of additional unsecured indebtedness
ranking equally and ratably with the notes that we may incur. We
may, from time to time, without the consent of the holders of
the notes, issue notes under the Indenture in addition, and with
identical terms, to the notes offered by this prospectus
supplement. The statements in this prospectus supplement
concerning the notes and the Indenture are not complete and you
should refer to the provisions in the Indenture, which are
controlling. Whenever we refer to provisions of the Indenture,
those provisions are incorporated in this prospectus supplement
by reference as a part of the statements we are making, and the
statements are qualified in their entirety by these references.
Maturity
The notes will mature
on ,
20 .
Interest
The notes will bear interest at the rate
of % per year. Interest on the
notes will accrue
from ,
20 or from the most recent date to which interest has
been paid or provided for. We will pay interest on the notes
on
and
of each year to the person in whose name the note is registered
at the close of business on the
preceding
or ,
respectively, except that the interest payable on the maturity
date, or, if applicable, upon redemption, will be payable to the
person to whom the principal on the note is payable. We will
make the first payment on the notes
on ,
20 .
Interest on the notes will be computed on the basis of a
360-day year
of twelve
30-day
months. Payments of interest and principal will be made in
United States dollars.
Ranking
The notes will be senior obligations of our company and will
rank equally with all of our other unsecured senior indebtedness.
Denominations
The authorized denominations of the notes will be $1,000 or any
amount in excess of $1,000 which is an integral multiple of
$1,000. No service charge will be made for any registration of
transfer or exchange of the notes, but we may require payment of
a sum sufficient to cover any tax or other governmental charges
that may be imposed in connection with the transaction.
Optional
Redemption
The notes will be redeemable, in whole at any time or in part
from time to time, at our option at a redemption price equal to
the greater of:
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(i)
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100% of the principal amount of the notes to be
redeemed; and
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(ii)
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the sum of the present values of the remaining scheduled
payments of principal and interest on the notes (exclusive 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 Adjusted Treasury Rate (as defined below),
plus
basis points,
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S-5
plus, in each case, accrued and unpaid interest thereon to the
date of redemption, all as certified to the Trustee by the
Quotation Agent.
Adjusted Treasury Rate means, with respect to any
redemption date, the rate per year equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable
Treasury Price for the redemption date.
Business Day means any day other than a Saturday or
Sunday and other than a day on which banking institutions in
Chicago, Illinois, Hartford, Connecticut or New York, New York,
are authorized or obligated by law or executive order to close.
Comparable Treasury Issue means the United States
Treasury security selected by the Quotation Agent as having a
maturity comparable to the remaining term of the notes to be
redeemed that would be used, at the time of selection and in
accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to
the remaining term of such notes.
Comparable Treasury Price means, with respect to any
redemption date, the average of the Reference Treasury Dealer
Quotations for that redemption date.
Quotation Agent means any of the Reference Treasury
Dealers appointed by us, as certified to the Trustee by us.
Reference Treasury Dealer means each of
(i) Citigroup Global Markets Inc. and (ii) Merrill
Lynch, Pierce, Fenner & Smith Incorporated and their
respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a Primary Treasury
Dealer), we will substitute for it another nationally
recognized investment bank that is a Primary Treasury Dealer.
Reference Treasury Dealer Quotations means, with
respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the Quotation Agent, of the
bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount)
quoted in writing to the Quotation Agent at 5:00 p.m., New
York City time, on the third Business Day preceding such
redemption date.
We will mail notice of a redemption to holders of notes by
first-class mail at least 30 and not more than 60 days
prior to the date fixed for redemption. If fewer than all of the
notes are to be redeemed, the trustee will select, not more than
60 days prior to the redemption date, the particular notes
or portions thereof for redemption from the outstanding notes
not previously called by such method as the trustee deems fair
and appropriate.
Repurchase
Upon Change of Control Repurchase Event
Upon the occurrence of a Change of Control Repurchase Event,
unless we have exercised our right to redeem the notes as
described under Optional Redemption, the
Indenture provides that each holder of notes will have the right
to require us to purchase all or a portion of such holders
notes pursuant to the offer described below (the Change of
Control Offer), at a purchase price equal to 101% of the
principal amount thereof plus accrued and unpaid interest, if
any, to the date of purchase, subject to the rights of holders
of notes on the relevant record date to receive interest due on
the relevant interest payment date.
Within 30 days following the date upon which the Change of
Control Repurchase Event occurred, or at our option, prior to
any Change of Control but after the public announcement of the
pending Change of Control, we will be required to send, by first
class mail, a notice to each holder of notes, with a copy to the
trustee, which notice will govern the terms of the Change of
Control Offer. Such notice will state, among other things, the
purchase date, which must be no earlier than 30 days nor
later than 60 days from the date such notice is mailed,
other than as may be required by law (the Change of
Control Payment Date). The notice, if mailed prior to the
date of consummation of the Change of Control, will state that
the Change of Control
S-6
Offer is conditioned on the Change of Control being consummated
on or prior to the Change of Control Payment Date.
Holders of notes electing to have notes purchased pursuant to a
Change of Control Offer will be required to surrender their
notes, with the form entitled Option of Holder to Elect
Purchase on the reverse of the note completed, to the
paying agent at the address specified in the notice, or transfer
their notes to the paying agent by book-entry transfer pursuant
to the applicable procedures of the paying agent, prior to the
close of business on the third Business Day prior to the Change
of Control Payment Date.
We will not be required to make a Change of Control Offer if a
third party makes such an offer in the manner, at the times and
otherwise in compliance with the requirements for such an offer
made by us and such third party purchases all notes properly
tendered and not withdrawn under its offer.
Below Investment Grade Rating Event means the rating
on the notes is lowered by each of the Rating Agencies and the
notes are rated Below Investment Grade by each of the Rating
Agencies on any date from the date of the public notice of an
arrangement that could result in a Change of Control until the
end of the
60-day
period following public notice of the occurrence of a Change of
Control (which period shall be extended so long as the rating of
the notes is under publicly announced consideration for possible
downgrade by any of the Rating Agencies); provided that a
Below Investment Grade Rating Event otherwise arising by virtue
of a particular reduction in rating shall not be deemed to have
occurred in respect of a particular Change of Control (and thus
shall not be deemed a Below Investment Grade Rating Event for
purposes of the definition of Change of Control Repurchase Event
hereunder) if any of the Rating Agencies making the reduction in
rating to which this definition would otherwise apply does not
announce or publicly confirm or inform the trustee in writing at
its request that the reduction was the result, in whole or in
part, of any event or circumstance comprised of or arising as a
result of, or in respect of, the applicable Change of Control
(whether or not the applicable Change of Control shall have
occurred at the time of the Below Investment Grade Rating Event).
Change of Control means the occurrence of any one of
the following:
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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 the assets of the Company and its
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 the Company or one of its subsidiaries;
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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) 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 the outstanding Voting Stock of the Company, measured by
voting power rather than number of shares;
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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 that of such other Person is
converted into or exchanged for cash, securities or other
property, other than any such transaction where the shares of
our 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;
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the first day on which the majority of the members of our board
of directors cease to be Continuing Directors; or
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the adoption of a plan relating to our liquidation or
dissolution.
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Change of Control Repurchase Event means the
occurrence of both a Change of Control and a Below Investment
Grade Rating Event.
Continuing Director means, as of any date of
determination, any member of our board of directors who:
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was a member of our board of directors on the date of the
Indenture; or
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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 such board of directors at the time of such
nomination or election.
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S-7
Investment Grade means a rating of Baa3 or better by
Moodys (or its equivalent under any successor rating
category of Moodys); and a rating of BBB- or better by
S&P (or its equivalent under any successor rating category
of S&P).
Moodys means Moodys Investors Service,
Inc., a subsidiary of Moodys Corporation, and its
successors.
S&P means Standard & Poors
Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.
Rating Agency means each of Moodys and
S&P; provided, that if either of Moodys or S&P
ceases to provide rating services to issuers or investors, we
may appoint a replacement for such Rating Agency that is
reasonably acceptable to the trustee under the Indenture.
Voting Stock of any specified Person as of any date
means the capital stock of such Person that is at the time
entitled to vote generally in the election of the board of
directors of such Person.
Discharge,
Defeasance and Covenant Defeasance
The notes are not subject to defeasance or covenant defeasance.
Registration,
Transfer and Exchange
We appointed the Trustee as securities registrar for the purpose
of registering the notes and transfers and exchanges of the
notes and, subject to the terms of the Indenture, the notes may
be presented for registration of transfer and exchange at the
offices of the Trustee.
S-8
UNDERWRITING
Under the terms and subject to the conditions contained in an
underwriting agreement dated the date of this prospectus
supplement, the underwriters named below, for whom Citigroup
Global Markets Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated are acting as
representatives, have severally agreed to purchase, and we have
agreed to sell to them, severally, the principal amount of notes
indicated in the following table:
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Principal
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Underwriter
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Amount of Notes
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Citigroup Global Markets Inc.
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$
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Merrill Lynch, Pierce, Fenner & Smith
Incorporated
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Morgan Stanley & Co. Incorporated
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BMO Capital Markets Corp.
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KeyBanc Capital Markets Inc.
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Loop Capital Markets LLC
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Mizuho Securities USA Inc.
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The Williams Capital Group, L.P.
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U.S. Bancorp Investments, Inc.
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Total
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$
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The underwriters are offering the notes subject to their
acceptance of the notes from us and subject to prior sale. The
underwriting agreement provides that the obligations of the
several underwriters to pay for and accept delivery of the notes
offered by this prospectus supplement are subject to the
approval of certain legal matters by their counsel and to
certain other conditions. The underwriters are obligated to take
and pay for all of the notes offered by this prospectus
supplement if any are taken.
Notes sold by the underwriters to the public will initially be
offered at the initial public offering price set forth on the
cover page of this prospectus supplement. Any notes sold by the
underwriters to securities dealers may be sold at a discount
from the initial public offering price of up
to % of the principal amount of the
notes. Any such securities dealers may resell any notes
purchased from the underwriters to certain other brokers or
dealers at a discount from the initial public offering price of
up to % of the principal amount of
the notes. After the initial public offering of the notes, the
offering price and other selling terms may from time to time be
varied by the representatives.
The following table shows the underwriting discounts and
commissions that we are to pay to the underwriters in connection
with this offering (expressed as a percentage of the principal
amount of the notes).
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Paid by GATX
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Corporation
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Per Note
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In order to facilitate the offering of the notes, the
underwriters may engage in transactions that stabilize, maintain
or otherwise affect the price of the notes. Specifically, the
underwriters may over-allot in connection with the offering,
creating a short position in the notes for their own account. In
addition, to cover overallotments or to stabilize the price of
the notes, the underwriters may bid for, and purchase, notes on
the open market. Finally, the underwriters may reclaim selling
concessions allowed to an underwriter or a dealer for
distributing the notes in the offering, if the underwriters
repurchase previously distributed notes in transactions to cover
syndicate short positions, in stabilization transactions or
otherwise. Any of these activities may stabilize or maintain the
market price of the notes above independent market levels. The
underwriters are not required to engage in these activities and
may end any of these activities at any time.
The notes are a new issue of securities with no established
trading market. We have been advised by the underwriters that
they intend to make a market in the notes but are not obligated
to do so and may discontinue
S-9
market making at any time without notice. We cannot assure you
as to the liquidity of the trading market for the notes.
We estimate that our total expenses for this offering, not
including the underwriting discount, will be approximately
$ .
The underwriters have performed certain investment banking and
advisory services for us and our affiliates from time to time
for which they have received customary fees and expenses. The
underwriters may, from time to time, engage in transactions with
and perform services for us and our affiliates in the ordinary
course of their respective businesses. Certain affiliates of the
underwriters are lenders under our bank credit facilities.
In addition, in the ordinary course of their business
activities, the underwriters and their affiliates may make or
hold a broad array of investments and actively trade debt and
equity securities (or related derivative securities) and
financial instruments (including bank loans) for their own
account and for the accounts of their customers. Such
investments and securities activities may involve securities
and/or
instruments of ours or our affiliates. The underwriters and
their affiliates may also make investment recommendations
and/or
publish or express independent research views in respect of such
securities or financial instruments and may hold, or recommend
to clients that they acquire, long
and/or short
positions in such securities and instruments.
We have agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act, or
to contribute to payments that the underwriters may be required
to make because of any of those liabilities.
Selling
Restrictions
No action has been or will be taken in any jurisdiction (except
in the United States) that would permit a public offering of the
notes, or the possession, circulation or distribution of this
prospectus supplement or the accompanying prospectus or any
other material relating to us or the notes, in any jurisdiction
where action for that purpose is required. Accordingly, the
notes offered by this prospectus supplement and the accompanying
prospectus may not be offered or sold, directly or indirectly,
and this prospectus supplement, the accompanying prospectus and
any other offering material or advertisements in connection with
the notes may not be distributed or published, in or from any
country or jurisdiction except in compliance with any applicable
rules and regulations of any such country or jurisdiction.
S-10
LEGAL
OPINIONS
The validity of the notes will be passed upon on our behalf by
Mayer Brown LLP, Chicago, Illinois. The validity of the notes
will be passed upon on behalf of the underwriters by
Winston & Strawn LLP, Chicago, Illinois.
EXPERTS
The consolidated financial statements of GATX Corporation
appearing in GATX Corporations Annual Report
(Form 10-K)
for the year ended December 31, 2010 (including the
schedule appearing therein), and the effectiveness of GATX
Corporations internal control over financial reporting as
of December 31, 2010 have been audited by Ernst &
Young LLP, independent registered public accounting firm, as set
forth in their reports thereon, included therein, and
incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon
such reports given on the authority of such firm as experts in
accounting and auditing.
S-11
PROSPECTUS
GATX Corporation
Debt Securities
We may offer and sell our debt securities from time to time in
one or more offerings. In this prospectus, we describe generally
the terms of these debt securities, which may consist of senior
securities or subordinated securities. We will describe the
specific terms of the debt securities that we offer in a
supplement or supplements to this prospectus at the time of each
offering. If any offering involves underwriters, dealers or
agents, we will describe our arrangements with them in the
prospectus supplement and if applicable, pricing supplements,
that relate to that offering.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is August 17, 2010.
TABLE OF
CONTENTS
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i
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission using the
shelf registration process. Under this shelf process, the debt
securities described in this prospectus may be sold in one or
more separate offerings. We provide information to you about
these securities in three documents that progressively provide
more detail:
1. This prospectus, which contains general information that
may or may not apply to each offering of securities.
2. The applicable prospectus supplement, which will contain
more specific information than this prospectus and may also add,
update or change information contained in this prospectus. To
the extent information differs from this prospectus, you should
rely on the different information in the applicable prospectus
supplement.
3. The pricing supplement, if applicable, will provide
final details about a specific offering and the terms of the
offered securities, including their price. To the extent
information differs from this prospectus or the prospectus
supplement, you should rely on the different information in the
pricing supplement.
You should read both this prospectus and any prospectus
supplement or pricing supplement together with any additional
information described under the heading Where You Can Find
More Information below to learn more about us and the
securities offered.
References in this prospectus to GATX,
Company, we, us and
our refer to GATX Corporation and its consolidated
subsidiaries.
DISCLOSURE
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement delivered with this
prospectus and the documents we incorporate by reference may
contain forward looking statements within the meaning of
Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These
statements are identified by such words as
anticipate, believe,
estimate, expect, intend,
predict, or project and similar
expressions. This information may involve risks and
uncertainties that could cause actual results to differ
materially from the forward-looking statements. Although we
believe that the expectations reflected in these forward-looking
statements are based on reasonable assumptions, these statements
are subject to risks and uncertainties that could cause actual
results to differ materially from those projected. Many of these
risks and uncertainties may be described with particularity in
the applicable prospectus supplement or the documents
incorporated by reference in this prospectus.
We undertake no obligation to update or revise our
forward-looking statements, whether as a result of new
information, future events or otherwise. In light of these
risks, uncertainties and assumptions, the forward-looking events
discussed herein might not occur.
GATX
CORPORATION
GATX leases, operates and manages long-lived, widely used assets
in the rail, marine and industrial equipment markets. GATX also
invests in joint ventures that complement existing business
activities. Headquartered in Chicago, Illinois, GATX has three
financial reporting segments: Rail, Specialty and American
Steamship Company (ASC).
Rail leases tank cars, freight cars and locomotives in North
America and Europe. Rails railcar leasing customers are
primarily comprised of shippers of chemical, petroleum and food
products as well as railroads. Rail primarily provides railcars
pursuant to full-service leases under which it maintains the
railcars, pays ad valorem taxes and insurance and provides other
ancillary services. Rail also offers net leases for railcars
under which the lessee is responsible for maintenance, insurance
and taxes. Rail operates an extensive network of service
facilities across North America that performs repair,
maintenance and regulatory compliance work on the fleet.
Rails North American operation also includes its
locomotive leasing business, which consists of the leasing of
four- and six-axle locomotives. In Europe, Rail engages in
leasing railcars through its German, Austrian and Polish wholly
1
owned subsidiaries to customers throughout most of Europe.
Rails European customer base includes petroleum refining,
chemical manufacturing, transportation, freight forwarding and
railway customers. Rail operates two service centers in Europe
that perform significant repairs and regulatory compliance for
owned railcars.
Specialty provides leasing, asset remarketing and asset
management services to the marine and industrial equipment
markets. Specialty offers operating leases, direct finance
leases and loans, and extends its market reach through joint
venture investments. Specialty seeks to invest in long-lived
assets, widely used assets which are critical to the operations
of its customers. Targeted asset types for Specialty include
marine, oil and gas compression equipment, power generation
equipment, industrial facilities, construction and mining
equipment and aircraft engines. Specialtys owned portfolio
consists primarily of investments in operating assets held for
lease and finance leases. Specialty further leverages its
equipment knowledge by managing portfolios of assets for third
parties. The majority of these managed assets are in markets in
which we have a high level of expertise. Specialty has also
provided equipment residual value guarantees, which enable it to
share in any residual asset value in excess of the guaranteed
amount.
ASC owns and operates a fleet of self-unloading vessels on the
Great Lakes, providing waterborne transportation of dry bulk
commodities for a range of industrial customers. The primary
commodities that ASCs vessels carry are coal, iron ore,
and limestone.
General
We are a New York corporation. Our principal executive offices
are located at 222 West Adams Street, Chicago, Illinois
60606-5314.
Our telephone number is
(312) 621-6200.
RATIO OF
EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed
charges for each of the periods indicated.
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Six Months Ended
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June 30,
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Year Ended December 31,
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1.45
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1.49
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1.49
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2.01
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1.95
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1.74
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The ratio of earnings to fixed charges represents the number of
times fixed charges are covered by
earnings. Fixed charges consist of
interest on outstanding debt and amortization of debt discount
and expense, adjusted for capitalized interest and the interest
portion of operating lease expense. Earnings consist
of income from continuing operations before income taxes and
fixed charges, less share of affiliates earnings, net of
distributions received. |
USE OF
PROCEEDS
Unless otherwise indicated in the applicable prospectus
supplement and pricing supplement, if any, we will use the net
proceeds from the sale of the debt securities offered by this
prospectus for general corporate purposes.
DESCRIPTION
OF DEBT SECURITIES
This section describes the general terms that will apply to any
debt securities that we may offer in the future, to which a
future prospectus supplement and pricing supplement, if any, may
relate. At the time that we offer debt securities, we will
describe in the prospectus supplement and pricing supplement, if
any, that relates to that offering (1) the specific terms
of the debt securities and (2) the extent to which the
general terms described in this section apply to those debt
securities.
We expect to issue debt securities consisting of senior
securities and subordinated securities. The senior securities
are to be issued under an indenture between GATX and
U.S. Bank National Association, as trustee. The
subordinated securities are to be issued under a separate
indenture between GATX and U.S. Bank National Association,
as trustee. Forms of the indentures for the senior securities
and the subordinated securities are included
2
as exhibits to the registration statement to which this
prospectus forms a part. In the discussion that follows, we
summarize particular provisions of the indentures. Our
discussion of indenture provisions is not complete. You should
read the indentures for a more complete understanding of the
provisions we describe.
The aggregate principal amount of debt securities that we may
issue under each of the indentures is unlimited.
General
The indentures provide that debt securities in an unlimited
amount may be issued thereunder from time to time in one or more
series. The senior securities will rank equally and ratably with
the other senior indebtedness of GATX. The subordinated
securities will be subordinated and junior in right of payment
to certain indebtedness of GATX to the extent set forth in the
applicable prospectus supplement and pricing supplement, if any.
Each prospectus supplement and pricing supplement, if any,
relating to a particular offering of debt securities will
describe the specific terms of debt securities. Those specific
terms will include the following:
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the title of the debt securities;
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any limit on the aggregate principal amount of the debt
securities;
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whether any of the debt securities are to be issuable initially
in temporary global form and whether any of the debt securities
are to be issuable in permanent global form;
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the date or dates on which the debt securities will mature;
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the rate or rates at which the debt securities will bear
interest, if any, or the formula pursuant to which such rate or
rates shall be determined, and the date or dates from which any
such interest will accrue;
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the payment dates on which interest, if any, on the debt
securities will be payable, and the extent to which, or the
manner in which, any interest payable on a temporary global debt
security on an interest payment date will be paid;
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any mandatory or optional sinking fund or analogous provisions;
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each office or agency where, subject to the terms of the
indenture, the principal of and any premium and interest on the
debt securities will be payable and each office or agency where,
subject to the terms of the indenture, the debt securities may
be presented for registration of transfer or exchange;
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the date, if any, after which and the price or prices at which
the debt securities may be redeemed, in whole or in part at the
option of GATX or the holder of debt securities, or according to
mandatory redemption provisions, and the other detailed terms
and provisions of any such optional or mandatory redemption
provisions;
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the denominations in which any debt securities will be issuable,
if other than denominations of $1,000;
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any index used to determine the amount of payments of principal
of and any premium and interest on the debt securities;
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the portion of the principal amount of the debt securities, if
other than the principal amount, payable upon acceleration of
maturity;
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the person who shall be the security registrar for the debt
securities, if other than the trustee, the person who shall be
the initial paying agent and the person who shall be the
depositary;
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the terms of subordination applicable to any series of
subordinated securities; and
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any other terms of the debt securities not inconsistent with the
provisions of the indentures.
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Any such prospectus supplement and pricing supplement, if any,
will also describe any special provisions for the payment of
additional amounts with respect to the debt securities of such
series.
Except where specifically described in the applicable prospectus
supplement and pricing supplement, if any, the indentures do not
contain any covenants designed to protect holders of the debt
securities against a reduction in
3
the creditworthiness of GATX in the event of a highly leveraged
transaction or to prohibit other transactions which may
adversely affect holders of the debt securities.
We may issue debt securities as original issue discount
securities to be sold at a substantial discount below their
stated principal amounts. We will describe in the relevant
prospectus supplement and pricing supplement, if any, any
special United States federal income tax considerations that may
apply to debt securities issued at such an original issue
discount. Special United States tax considerations applicable to
any debt securities that are denominated in a currency other
than United States dollars or that use an index to determine the
amount of payments of principal of and any premium and interest
on the debt securities will also be set forth in a prospectus
supplement and pricing supplement, if any.
Book
Entry System
According to the indentures, so long as the depositarys
nominee is the registered owner of a global security, that
nominee will be considered the sole owner of the debt securities
represented by the global security for all purposes. Except as
provided in the relevant prospectus supplement and pricing
supplement, if any, owners of beneficial interests in a global
security will not be entitled to have debt securities of the
series represented by the global security registered in their
names, will not receive or be entitled to receive physical
delivery of debt securities of such series in definitive form
and will not be considered the owners or holders of the debt
securities under the indentures. Principal of, premium, if any,
and interest on a global security will be payable in the manner
described in the relevant prospectus supplement and pricing
supplement, if any.
Unless otherwise provided in the prospectus supplement and
pricing supplement, if any, the global security representing
debt securities will be deposited with, or on behalf of, The
Depository Trust Company (DTC), or other
successor depositary appointed by us (DTC or such other
depositary is referred to in this prospectus as the
depositary) and registered in the name of the
depositary or its nominee. The global security will bear a
legend regarding the restrictions on exchange and registration
of transfer referred to below and any other matters as may be
provided for in the indentures. Debt securities will not be
issued in definitive form unless the prospectus supplement and
pricing supplement, if any, states otherwise.
No global security may be exchanged for registered debt
securities, and no transfer of a global security may be
registered in the name of any person other than the depositary
or its nominee unless:
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the depositary has notified us that it is unwilling or unable to
continue as depositary or has ceased to be qualified to act as
depositary as required by the indentures; or
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there exist any other circumstances described in the applicable
prospectus supplement and pricing supplement, if any.
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All debt securities issued in exchange for a global security or
any portion of a global security will be registered in the names
that the depositary directs.
DTC has advised that: it is a limited-purpose
trust company organized under the Banking Law of the State of
New York, a member of the Federal Reserve System, a
clearing corporation within the meaning of the New
York Uniform Commercial Code and a clearing agency
registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. DTC holds securities that its
participants deposit with DTC. DTC also facilitates the
settlement among participants of securities transactions, such
as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in participants
accounts. This eliminates the need for physical movement of
securities certificates. Direct participants include securities
brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations, some of whom
(and/or their representatives) own the depositary. Access to
DTCs book-entry system is also available to others, such
as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a direct
participant, either directly or indirectly. The rules applicable
to DTC and its participants are on file with the SEC.
Clearstream, Luxembourg advises that it is incorporated under
the laws of Luxembourg as a professional depositary.
Clearstream, Luxembourg holds securities for its participating
organizations (Clearstream Participants) and
facilitates the clearance and settlement of securities
transactions between Clearstream Participants
4
through electronic book-entry changes in accounts of Clearstream
Participants, thereby eliminating the need for physical movement
of certificates. Clearstream, Luxembourg provides to Clearstream
Participants, among other things, services for safekeeping,
administration, clearance and settlement of internationally
traded securities and securities lending and borrowing.
Clearstream, Luxembourg interfaces with domestic markets in
several countries. As a professional depositary, Clearstream,
Luxembourg is subject to regulation by the Luxembourg Commission
for the Supervision of the Financial Sector (Commission de
Surveillance du Secteur Financier). Clearstream Participants are
recognized financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations
and may include the underwriters. Indirect access to
Clearstream, Luxembourg is also available to others, such as
banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a Clearstream
Participant, either directly or indirectly.
Distributions with respect to interests in the debt securities
held beneficially through Clearstream, Luxembourg will be
credited to cash accounts of Clearstream Participants in
accordance with its rules and procedures, to the extent received
by Clearstream, Luxembourg.
Euroclear advises that it was created in 1968 to hold securities
for participants of Euroclear (Euroclear
Participants) and to clear and settle transactions between
Euroclear Participants through simultaneous electronic
book-entry delivery against payment, thereby eliminating the
need for physical movement of certificates and any risk from
lack of simultaneous transfers of securities and cash. Euroclear
includes various other services, including securities lending
and borrowing and interfaces with domestic markets in several
countries. Euroclear is operated by Euroclear Bank S.A./N.V (the
Euroclear Operator). All operations are conducted by
the Euroclear Operator, and all Euroclear securities clearance
accounts and Euroclear cash accounts are accounts with the
Euroclear Operator. Euroclear Participants include banks
(including central banks), securities brokers and dealers and
other professional financial intermediaries and may include the
underwriters. Indirect access to Euroclear is also available to
other firms that clear through or maintain a custodial
relationship with a Euroclear Participant, either directly or
indirectly.
Securities clearance accounts and cash accounts with the
Euroclear Operator are governed by the Terms and Conditions
Governing Use of Euroclear and the related Operating Procedures
of the Euroclear System, and applicable Belgian law
(collectively, the Terms and Conditions). The Terms
and Conditions govern transfers of securities and cash within
the Euroclear System, withdrawals of securities and cash from
the Euroclear System, and receipts of payments with respect to
securities in the Euroclear System. All securities in the
Euroclear System are held on a fungible basis without
attribution of specific certificates to specific securities
clearance accounts. The Euroclear Operator acts under the Terms
and Conditions only on behalf of Euroclear Participants, and has
no records of or relationship with persons holding through
Euroclear Participants.
Distributions with respect to the debt securities held
beneficially through the Euroclear System will be credited to
the cash accounts of Euroclear Participants in accordance with
the Terms and Conditions, to the extent received by the
Euroclear System.
When we issue debt securities represented by a global security,
purchases of debt securities under the DTC system must be made
by or through direct participants, which will receive a credit
for the debt securities on DTCs records. The ownership
interest of each actual purchaser of each debt security is in
turn to be recorded on the direct and indirect
participants records. Beneficial owners will not receive
written confirmation from DTC of their purchase, but beneficial
owners are expected to receive written confirmations providing
details of the transaction, as well as periodic statements of
their holdings, from the direct or indirect participant through
which the beneficial owner entered into the transaction.
Transfers of ownership interests in the debt securities are to
be accomplished by entries made on the books of participants
acting on behalf of beneficial owners. Beneficial owners will
not receive certificates representing their ownership interests
in debt securities, except when use of the book-entry system for
the debt securities is discontinued. The laws of some states
require that certain purchasers of securities take physical
delivery of the securities in definitive form. These laws may
impair the ability to transfer beneficial interests in a global
security.
5
When the depositary, or its nominee, is the registered owner of
the global security, it will be considered the sole owner or
holder of the debt securities represented by the global security
for all purposes under the indentures. Except as described
above, beneficial owners:
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will not be entitled to have debt securities represented by the
global security registered in their names;
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will not receive or be entitled to receive physical delivery of
debt securities in definitive form; and
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will not be considered the owners or holders of the global
security or any debt securities represented by the global
security for any purpose under the indentures.
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To facilitate subsequent transfers, all debt securities
deposited by participants with DTC are registered in the name of
DTCs partnership nominee, Cede & Co. The deposit
of debt securities with DTC and their registration in the name
of Cede & Co. effect no change in beneficial
ownership. DTC has no knowledge of the actual beneficial owners
of the debt securities; DTCs records reflect only the
identity of the direct participants to whose accounts such debt
securities are credited, which may or may not be the beneficial
owners. The participants will remain responsible for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants,
and by direct participants and indirect participants to
beneficial owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in
effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with
respect to debt securities. Under its usual procedures, DTC
mails an omnibus proxy to us as soon as possible after the
record date. The omnibus proxy assigns Cede &
Co.s consenting or voting rights to those direct
participants to whose accounts the debt securities are credited
on the record date (identified in a listing attached to the
omnibus proxy).
Payments of any principal of and interest on the debt securities
represented by the global security registered in the name of the
depositary or its nominee will be made by us through the trustee
or a paying agent, which may also be the trustee, to the
depositary or its nominee as the registered owner of the global
security. Neither we, the trustee, nor the paying agent will
have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial
ownership interests of the global security or for maintaining,
supervising or reviewing any records relating to such beneficial
ownership interests.
We have been advised that DTC will credit direct
participants accounts, upon DTCs receipt of funds
and corresponding detail information from us or the trustee, on
the payment date in accordance with their respective holdings
shown on DTCs records. Payments by participants to
beneficial owners will be governed by standing instructions and
customary practices, as in the case with securities held for the
accounts of customers in bearer form or registered in
street name, and will be the responsibility of the
participant and not of DTC, the paying agent or us, subject to
any statutory or regulatory requirements as may be in effect
from time to time. Payment of principal and interest to DTC is
the responsibility of GATX or the paying agent, disbursement of
those payments to direct participants shall be the
responsibility of DTC and disbursement of the payments to the
beneficial owners shall be the responsibility of direct and
indirect participants.
The information in this section concerning the depositary and
the depositarys book-entry system has been obtained from
sources that we believe to be reliable, but we take no
responsibility for the accuracy of this information.
Global
Clearance and Settlement Procedures
Initial settlement for the debt securities will be made in
immediately available funds. Secondary market trading between
DTC Participants will occur in the ordinary way in accordance
with DTC rules and will be settled in immediately available
funds using DTCs
Same-Day
Funds Settlement System. Secondary market trading between
Clearstream Participants
and/or
Euroclear Participants will occur in the ordinary way in
accordance with the applicable rules and operating procedures of
Clearstream, Luxembourg and the Euroclear System, as applicable.
Cross-market transfers between persons holding directly or
indirectly through DTC on the one hand, and directly or
indirectly through Clearstream Participants or Euroclear
Participants, on the other, will be effected through DTC in
accordance with DTC rules of the relevant European international
clearing system; however, such
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cross-market transactions will require delivery of instructions
to the relevant European international clearing system by the
counterparty in such system in accordance with its rules and
procedures and within its established deadlines (European time).
The relevant European international clearing system will, if the
transaction meets its settlement requirements, effect final
settlement on its behalf by delivering or receiving securities
in DTC, and making or receiving payment in accordance with
normal procedures for
same-day
funds settlement applicable to DTC. Clearstream Participants and
Euroclear Participants will be required to deliver instructions
directly to Clearstream, Luxembourg or the Euroclear System, as
the case may be.
Because of time-zone differences, credits of debt securities
received in Clearstream, Luxembourg or the Euroclear System as a
result of a transaction with a DTC Participant will be made
during subsequent securities settlement processing and dated the
business day following the DTC settlement date. Such credits or
any transactions in such debt securities settled during such
processing will be reported to the relevant Euroclear
Participant or Clearstream Participant on such business day.
Cash received in Clearstream, Luxembourg or the Euroclear System
as a result of sales of the debt securities by or through a
Clearstream Participant or a Euroclear Participant to a DTC
Participant will be received with value on the DTC settlement
date but will be available in the relevant Clearstream,
Luxembourg or the Euroclear System cash account only as of the
business day following settlement in DTC.
Although DTC, Clearstream, Luxembourg and the Euroclear System
have agreed to the foregoing procedures in order to facilitate
transfers of debt securities among participants of DTC,
Clearstream, Luxembourg and the Euroclear System, they are under
no obligation to perform or continue to perform such procedures
and such procedures may be discontinued or changed at any time.
Form,
Exchange and Transfer
We will issue the debt securities of each series only in
registered form, without coupons, and, unless otherwise
specified in the applicable prospectus supplement and pricing
supplement, if any, only in denominations of $1,000 and integral
multiples thereof.
Holders may, at their option, but subject to the terms of the
indentures and the limitations that apply to global securities,
exchange their debt securities for other debt securities of the
same series containing identical terms and provisions, in any
authorized denomination and of a like tenor and aggregate
principal amount.
Subject to the terms of the indentures and the limitations that
apply to global securities, holders may exchange debt securities
as provided above. No service charge applies for any
registration of transfer or exchange of debt securities, but the
holder may have to pay any tax or other governmental charge
associated with registration of transfer or exchange. We have
appointed the trustee as security registrar. Any transfer agent
(in addition to the security registrar) initially designated by
us for any debt securities will be named in the applicable
prospectus supplement and pricing supplement, if any. We may at
any time designate additional transfer agents or cancel the
designation of any transfer agent or approve a change in the
office through which any transfer agent acts. However, we will
be required to maintain a transfer agent in each place of
payment for the debt securities of each series.
If the debt securities are to be partially redeemed, we will not
be required to:
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issue or register the transfer of or exchange any debt security
during a period beginning 15 days before the day of the
selection for redemption of the debt securities of the
applicable series and ending on the close of business on the day
of such selection; or
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register the transfer of or exchange any debt security selected
for redemption, in whole or in part, except the unredeemed
portion of any debt security being redeemed in part.
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Payment
and Paying Agents
We will pay interest on a debt security on any interest payment
date to the registered holder of the debt security as of the
close of business on the regular record date for payment of
interest. If the debt securities do not remain in book entry
form, the record date for each interest payment date will be the
close of business on the fifteenth calendar
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day immediately preceding the applicable interest payment date.
If we default in paying interest on a debt security, we will pay
such interest either:
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on a special record date between 10 and 15 days before the
payment; or
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in any other lawful manner of payment that is consistent with
the requirements of any securities exchange on which the debt
securities may be listed for trading.
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We will pay the principal of and any premium and interest on the
debt securities at the office of the paying agent or paying
agents that we designate. We may pay interest by check mailed to
the address of the person entitled to the payment as the address
appears in the security register. We have designated the
corporate trust office of the trustee as our sole paying agent
for payments on the debt securities. Any other paying agents
initially designated by us for the debt securities will be named
in the applicable prospectus supplement and pricing supplement,
if any. We may at any time designate additional paying agents,
rescind the designation of any paying agent or approve a change
in the office through which any paying agent acts.
Any money paid by us to a paying agent for the payment of the
principal of or any premium or interest on any debt security
which remains unclaimed at the end of two years after the
principal, premium or interest has become due and payable may be
repaid to us at our request.
Subordination
We may issue subordinated securities from time to time in one or
more series under the subordinated indenture. Our subordinated
securities will be subordinated and junior in right of payment
to certain other indebtedness of GATX to the extent set forth in
the applicable prospectus supplement and pricing supplement, if
any.
Certain
Covenants of GATX with Respect to Senior Securities
In this section we describe the principal covenants that will
apply to the senior securities unless otherwise indicated in the
applicable prospectus supplement and pricing supplement, if any.
Limitation on Liens. The senior securities
offered hereby are not secured by mortgage, pledge or other
lien. We have covenanted that neither we nor any Restricted
Subsidiary (which the indenture relating to the senior
securities defines as any subsidiary which is a consolidated
subsidiary, in accordance with generally accepted accounting
principles) will subject any of our property, tangible or
intangible, real or personal, to any lien unless the senior
securities are secured equally and ratably with other
indebtedness thereby secured. Specifically excluded from this
covenant are liens existing on the date of the indenture, as
well as certain other liens, and the extension, renewal or
replacement of those liens including without limitation:
(a) Liens on any property provided that the creditor has no
recourse against GATX or any Restricted Subsidiary except
recourse to such property or proceeds of any sale or lease of
such property;
(b) Liens on property existing at the time of acquisition
(including acquisition through merger or consolidation) or given
in connection with financing the purchase price or cost of
construction or improvement of property so long as the financing
is completed within 180 days of the acquisition (or
18 months in the case of rail equipment, marine equipment,
transportation-related containers and certain information
technology assets);
(c) Liens securing certain intercompany indebtedness;
(d) A bankers lien or right of offset;
(e) Liens arising under the Employee Retirement Income
Security Act of 1974, as amended, to secure any contingent
liability of GATX;
(f) Liens on sublease interests held by GATX if those liens
are in favor of the person leasing the property subject to the
sublease to GATX;
(g) Various specified governmental liens and deposits;
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(h) Various other liens not incurred in connection with the
borrowing of money (including purchase money indebtedness) or
the obtaining of advances or credit;
(i) Liens incurred in connection with securing performance
of letters of credit, bids, tenders, appeal and performance
bonds not incurred in connection with the borrowing of money or
obtaining of advances or payment of the deferred purchase price
of property; and
(j) Other liens not permitted by any of the preceding
clauses on property, provided no such lien shall be incurred
pursuant to clause (j) if the aggregate amount of
indebtedness secured by liens incurred pursuant to
clause (j) subsequent to the date of the indenture,
including the lien proposed to be incurred, would exceed 20% of
Net Tangible Assets (which the indenture relating to the senior
securities defines as the total assets of GATX less
(x) current liabilities and (y) intangible assets).
Satisfaction
and Discharge
We may be discharged from our obligations on the debt securities
of any series that have matured or will mature or be redeemed
within one year if we deposit with the trustee enough cash or
U.S. government obligations to pay all the principal,
interest and any premium due to the stated maturity date or
redemption date of debt securities.
Merger
and Consolidation
Each indenture provides that we may not consolidate or merge
with or into any other corporation or sell or convey all or
substantially all of our assets to any other corporation, unless
we are the continuing corporation or successor corporation, or
the successor or transferee corporation is a corporation
organized and existing under the laws of the United States or
any state thereof or the District of Columbia and expressly
assumes all of our obligations under the applicable indenture
and, immediately after giving effect to the consolidation,
merger, sale or conveyance, we or the successor or transferee
corporation will not be in default of the performance of any
covenant or condition in the indenture.
Modification
and Waiver
The indentures provide that we and the trustee may modify and
amend the indentures with the consent of the holders of a
majority in principal amount of the outstanding debt securities
of each series affected by the modification or amendment,
provided that no such modification or amendment may, without the
consent of the holder of each outstanding debt security affected
by the modification or amendment:
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Change the stated maturity of the principal of, or any
installment of interest on or any additional amounts payable
with respect to, any debt security or change the redemption
price;
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Reduce the principal amount of, or interest on, any debt
security or reduce the amount of principal which could be
declared due and payable prior to the stated maturity;
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Change the place or currency of any payment of principal or
interest on any debt security;
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Impair the right to institute suit for the enforcement of any
payment on or with respect to any debt security;
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Reduce the percentage in principal amount of the outstanding
debt securities of any series, the consent of whose holders is
required to modify or amend each indenture; or
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Modify the foregoing requirements or reduce the percentage of
outstanding debt securities necessary to waive any past default
to less than a majority.
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Except with respect to certain fundamental provisions, the
holders of at least a majority in principal amount of
outstanding debt securities of any series may, with respect to
such series, waive past defaults under each indenture.
Events of
Default, Waiver and Notice
An event of default with respect to any debt security of any
series is defined in each indenture as being:
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Default in payment of any interest on or any additional amounts
payable in respect of any debt security of that series which
remains uncured for a period of 30 days;
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Default in payment of principal (and premium, if any) on the
debt securities of that series when due either at maturity, upon
optional or mandatory redemption, as a sinking fund installment,
by declaration or otherwise;
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Our default in the performance or breach of any other covenant
or agreement in respect of the debt securities of such series in
each indenture which shall not have been remedied for a period
of 90 days after notice;
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Certain events regarding our bankruptcy, insolvency and
reorganization; and
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Any other event of default established for the debt securities
of such series set forth in the applicable prospectus supplement
and pricing supplement, if any.
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Each indenture provides that the trustee may withhold notice to
the holders of the debt securities of any default with respect
to any series of debt securities (except in payment of principal
of, or interest on, the debt securities) if the trustee
considers it in the interest of the holders of the debt
securities of such series to do so.
Each indenture provides also that:
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If an event of default due to the default in payment of
principal of, or interest on, any series of debt securities, or
because of our default in the performance or breach of any other
covenant or agreement applicable to the debt securities of such
series but not applicable to all outstanding debt securities,
shall have occurred and be continuing, either the trustee or the
holders of not less than 25% in principal amount of the
outstanding debt securities of such series then may declare the
principal of all debt securities of that series, or such lesser
amount as may be provided for in the debt securities of that
series, and interest accrued thereon, to be due and payable
immediately; and
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If the event of default resulting from our default in the
performance of any other of the covenants or agreements in each
indenture applicable to all outstanding debt securities under
such indenture or certain events of bankruptcy, insolvency and
reorganization shall have occurred and be continuing, either the
trustee or the holders of not less than 25% in principal amount
of all outstanding debt securities (treated as one class) may
declare the principal of all debt securities, or such lesser
amount as may be provided for in such securities, and interest
accrued thereon, to be due and payable immediately,
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but upon certain conditions such declarations may be annulled
and past defaults may be waived (except a continuing default in
payment of principal of, or premium or interest on, the debt
securities) by the holders of a majority in principal amount of
the outstanding debt securities of such series (or of all
series, as the case may be).
The holders of a majority in principal amount of the outstanding
debt securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power
conferred on the trustee with respect to debt securities of such
series provided that such direction shall not be in conflict
with any rule of law or the applicable indenture and shall not
be unduly prejudicial to the holders not taking part in such
direction. The trustee may also take any other action it deems
proper which is consistent with the holders direction. If
an event of default or other default occurs and is continuing
after any applicable notice
and/or cure
period, then the trustee may in its discretion (and subject to
the rights of the holders to control remedies as described above
and certain other conditions specified in the indentures) bring
such judicial proceedings as the trustee shall deem appropriate
or proper.
The indentures provide that no holder of any debt security will
have any right to institute any proceeding, judicial or
otherwise, with respect to the indentures for the appointment of
a receiver or trustee for any other remedy thereunder unless:
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that holder has previously given the trustee written notice of a
continuing event of default;
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the holders of not less than 25% in principal amount of the
outstanding debt securities of any series have made written
request to the trustee to institute proceedings in respect of
that event of default and have offered the trustee reasonable
indemnity against costs and liabilities incurred in complying
with such request; and
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for 60 days after receipt of such notice, request and offer
of indemnity, the trustee has failed to institute any such
proceeding and no direction inconsistent with such request has
been given to the trustee during such
60-day
period by the holders of a majority in principal amount of
outstanding debt securities.
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Furthermore, no holder will be entitled to institute any such
action if and to the extent that such action would disturb or
prejudice the rights of other holders.
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However, each holder has an absolute and unconditional right to
receive payment when due and to bring a suit to enforce that
right. We are required to furnish to the trustee under each
indenture annually a statement as to performance or fulfillment
of its obligations under the applicable indenture and as to any
default in such performance or fulfillment.
Notices to holders of the debt securities will be given by mail
to the address of the holders as they may appear in the security
register.
We, and any agent of us or the trustee, will treat any person or
entity in whose name securities are registered as the absolute
owner of those debt securities (whether or not the debt
securities may be overdue) for the purpose of making payments
and for all other purpose respective of notice to the contrary.
CONCERNING
THE TRUSTEE
U.S. Bank National Association is the trustee under the
indenture for our outstanding senior debt securities, as well as
certain of our equipment trust agreements. We maintain banking
relationships in the ordinary course of business with
U.S. Bank National Association and its affiliates.
PLAN OF
DISTRIBUTION
We may sell the debt securities directly to purchasers, through
agents, underwriters, or dealers, or through a combination of
any of these methods of sale.
We may distribute the debt securities from time to time in one
or more transactions at:
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fixed prices (which may be changed from time to time);
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market prices prevailing at the time of sale;
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prices related to the prevailing market prices; or
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negotiated prices.
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Each prospectus supplement and pricing supplement, if any, will
describe the method of distribution of the debt securities
offered by that prospectus supplement and pricing supplement, if
any.
We may designate agents to solicit offers to purchase the debt
securities from time to time. The relevant prospectus supplement
and pricing supplement, if any, will name the agents and any
commissions we pay them. Unless otherwise indicated in the
prospectus supplement and pricing supplement, if any, any agent
will be acting on a reasonable best efforts basis for the period
of its appointment.
If we use any underwriters for the sale of any of the debt
securities, we will enter into an underwriting agreement with
them at the time of sale, and the names of the underwriters and
the terms of the transaction, including commissions, discounts
and other compensation of the underwriters and dealers, if any,
will be set forth in the prospectus supplement and pricing
supplement, if any, that those underwriters will use to resell
the debt securities.
If we use dealers for the sale of the debt securities, we will
sell the debt securities to those dealers, as principal. The
dealers may then resell the debt securities to the public at
varying prices to be determined by them at the time of resale.
In connection with the sale of the debt securities,
underwriters, dealers or agents may receive compensation from us
or from purchasers of the debt securities for whom they may act
as agents, in the form of discounts, concessions or commissions.
The underwriters, dealers or agents that participate in the
distribution of the debt securities may be deemed to be
underwriters under the Securities Act of 1933 and any discounts
or commissions received by them and any profit on the resale of
the debt securities received by them may be deemed to be
underwriting discounts and commissions thereunder. Any such
underwriter, dealer or agent will be identified and any such
compensation received from us will be described in the
prospectus supplement and pricing supplement, if
11
any. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be
changed from time to time.
We may indemnify agents, underwriters and dealers against
certain liabilities, including liabilities under the Securities
Act, or to contribute with respect to payments they may be
required to make.
Some of the underwriters, dealers or agents and their respective
affiliates may be customers of, engage in transactions with and
perform services for us or our affiliates in the ordinary course
of business.
LEGAL
OPINIONS
Unless otherwise stated in a prospectus supplement and pricing
supplement, if any, Mayer Brown LLP, Chicago, Illinois, will
pass on the validity of the debt securities offered by this
prospectus.
EXPERTS
Our consolidated financial statements and schedule appearing in
our Annual Report on
Form 10-K
for the year ended December 31, 2009, have been audited by
Ernst & Young LLP, independent registered public
accounting firm, as set forth in their report thereon, included
therein, and incorporated herein by reference. Such consolidated
financial statements and schedule are incorporated herein by
reference in reliance upon such report given on the authority of
such firm as experts in accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and proxy
statements and other information with the Securities and
Exchange Commission. Our SEC filings are available over the
internet at the SECs web site at
http://www.sec.gov.
You may also read and copy any document we file with the SEC at
its public reference facility:
Public Reference Room
100 F Street, N.E.
Room 1580
Washington, D.C. 20549
You may also obtain copies of the documents at prescribed rates
by writing to the Public Reference Section of the SEC at 100 F.
Street, N.E., Room 1580, Washington, D.C. 20549.
Please call
1-800-SEC-0330
for further information on the operations of the public
reference facility and copying charges. Our SEC filings are also
available at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005 and the offices
of the Chicago Stock Exchange at 440 South LaSalle Street,
Chicago, Illinois 60605.
DOCUMENTS
INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference information into
this prospectus. This means that we can disclose important
information to you by referring you to another document filed
separately with the SEC. The information incorporated by
reference is considered to be part of this prospectus, except
for any information that is superseded by information that is
included directly in this document. This prospectus incorporates
by reference the documents listed below:
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Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009;
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Quarterly Reports on
Form 10-Q
for the fiscal quarters ended March 31, 2010 and
June 30, 2010;
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Current Reports on
Form 8-K
filed on February 4, 2010, March 16, 2010, as amended
by Current Report on
Form 8-K/A
filed on March 19, 2010, and April 29, 2010.
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We also incorporate by reference all documents we file with the
SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this
prospectus and prior to the termination of this
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offering. Our subsequent filings with the SEC will automatically
update and supersede information in this prospectus.
Statements made in this prospectus or in any document
incorporated by reference in this prospectus as to the contents
of any contract or other document referred to herein or therein
are not necessarily complete, and in each instance reference is
made to the copy of such contract or other document filed as an
exhibit to the documents incorporated by reference, each such
statement being qualified in all material respects by such
reference.
You may request a copy of any filings referred to above, at no
cost, excluding any exhibits to those filings unless the exhibit
is specifically incorporated by reference in those filings, by
writing or telephoning us at the following address and telephone
number:
Lisa M. Ibarra
Assistant Secretary
GATX Corporation
222 West Adams Street
Chicago, Illinois
60606-5314
(312) 621-6200
13
$
GATX Corporation
% Senior
Notes due
Prospectus Supplement
,
2011
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