8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2022

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Oregon	001-13146	93-0816972
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Centerpointe Drive, Suite 200 Lake Oswego, OR	97035
(Address of principal executive offices)	(Zip Code)

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

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

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

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

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

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

Emerging growth company  ☐

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

Item 1.01 Entry into a Material Definitive Agreement.

On February 9, 2022, GBX Leasing 2022-1 LLC (the “Issuer”), a Delaware limited liability company and a wholly owned special purpose subsidiary of GBX Leasing, LLC (“GBXL”), a joint venture between The Greenbrier Companies, Inc. (“Greenbrier”) and The Longwood Group, LLC, issued (i) an aggregate principal amount of $302,560,000 of the Issuer’s Series 2022-1 Class A Secured Railcar Equipment Notes (the “Class A Notes”) and (ii) an aggregate principal amount of $20,720,000 of the Issuer’s Series 2022-1 Class B Secured Railcar Equipment Notes (the “Class B Notes”) (the Class A Notes and the Class B Notes are, collectively, the “Notes”). The Notes bear interest at fixed rates as follows: (i) the Class A Notes at 2.87% and (ii) the Class B Notes at 3.45%. The Notes are payable monthly, and have a stated final maturity date of February 20, 2052.

The Notes are obligations of the Issuer only. The Notes are secured by a portfolio of railcars and operating leases thereon acquired and owned by the Issuer (the “Railcar Portfolio”) and other assets of the Issuer. The Notes were issued pursuant to a Master Indenture, dated February 9, 2022 (the “Master Indenture”) between the Issuer and U.S. Bank Trust Company, National Association, as indenture trustee, as supplemented by a Series 2022-1 Supplement dated February 9, 2022 (together with the Master Indenture, the “Indenture”). The Notes may be subject to acceleration upon the occurrence of certain events of default under the Indenture, including a failure to pay interest on the Notes, and a failure of the Notes to amortize to the extent that, over time, the outstanding principal balance of the Notes were to eventually exceed the sum of the depreciated value of the Railcar Portfolio and the amounts on deposit in certain accounts of the Issuer. The decision whether to accelerate or exercise other remedies against the Issuer and its assets will be under the control of holders representing a majority of the senior class (as defined in the Indenture) of the outstanding principal balance of the Notes.

As noted above, the Notes are solely the obligations of the Issuer. GBXL and GBXL I, LLC, a wholly owned subsidiary of GBXL, have, however, entered into certain agreements relating to the transfer of the Railcar Portfolio to the Issuer and Greenbrier Management Services, LLC has entered into certain agreements relating to the management and servicing of the Issuer’s assets. These agreements contain certain representations, undertakings and indemnities customary for asset sellers and service providers in transactions of this type.

The Notes were offered and sold in a private placement solely to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to persons who are not U.S. persons in offers and sales that occur outside the United States in reliance on Regulation S under the Securities Act, pursuant to a Note Purchase Agreement, dated February 1, 2022, between the Issuer and the initial purchasers party thereto.

The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to purchase Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The foregoing description of the Indenture does not purport to be complete.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure required by this item and contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On February 9, 2022, Greenbrier issued a press release announcing the closing of the issuance of the Notes. A copy of the press release is furnished herewith as Exhibit 99.1.

The information furnished pursuant to this Item 7.01, including the information contained in Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press release of The Greenbrier Companies, Inc., dated February 9, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE GREENBRIER COMPANIES, INC.
Date: February 9, 2022	By:	/s/ Adrian J. Downes
		Adrian J. Downes
		Senior Vice President, Chief Financial Officer and Chief Accounting Officer
		(Principal Financial Officer and Principal Accounting Officer)

EX-99.1

Exhibit 99.1

News Release   One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035 503-684-7000

For release:   February 9, 2022, 4:30 p.m. EDT	Contact: Jack Isselmann, Media Relations
	Justin Roberts, Investor Relations
	Ph: 503-684-7000

Greenbrier completes successful railcar asset-backed securities issuance

Inaugural transaction in ABS market yields favorable terms

GBX Leasing leverages strong freight railcar market to grow portfolio in 2022

Lake Oswego, Oregon, February 9, 2022 –The Greenbrier Companies, Inc. (NYSE: GBX) (“Greenbrier”), a leading international supplier of equipment and services to global freight transportation markets, today announced the completion of its first offering of railcar asset-backed securities (“ABS”) and long-term financing for GBX Leasing (“GBXL”), a joint venture between Greenbrier and The Longwood Group.

GBXL’s wholly owned subsidiary GBX Leasing 2022-1 LLC (“GBXL-2022”) issued an aggregate principal amount of $323.3 million of its Series 2022-1 Class A and Class B Notes (“Notes”) with a blended interest rate of 2.9%. The Notes have a weighted average life of approximately six years. The transaction is secured by nearly 4,500 railcars with a fair market value of $413 million and their associated operating leases. The railcar securitization will be consolidated on Greenbrier’s balance sheet but is non-recourse to Greenbrier.

Greenbrier CEO and Chairman William A. Furman stated, “The strong response from investors produced excellent terms for GBXL’s first asset-backed securitization. The quality of this transaction demonstrates the respect and confidence engendered by Greenbrier’s leasing capabilities and the current strength of railcar securitizations in the debt market. All debt associated with GBXL’s leasing warehouse will be extinguished with the proceeds of this financing. This positions GBXL for robust fleet growth through 2022, creating scale for our leasing strategy going forward. Stable cash flows from leasing bolster Greenbrier’s integrated business model, allowing us to more fully capitalize on growing momentum in the North American freight railcar market.”

About Greenbrier

Greenbrier, headquartered in Lake Oswego, Oregon, is a leading international supplier of equipment and services to global freight transportation markets. Through its wholly owned subsidiaries and joint

ventures, Greenbrier designs, builds and markets freight railcars and marine barges in North America, Europe and Brazil. We are a leading provider of freight railcar wheel services, parts, repair, refurbishment and retrofitting services in North America through our wheels, repair & parts business unit. Greenbrier manages 445,000 railcars and offers railcar management, regulatory compliance services and leasing services to railroads and other railcars owners in North America. GBX Leasing (GBXL) is a special purpose subsidiary that owns and manages a portfolio of leased railcars that originate primarily from Greenbrier’s manufacturing operations. Together, GBXL and Greenbrier own a lease fleet of nearly 12,500 railcars. Learn more about Greenbrier at www.gbrx.com.

-More-

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

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Greenbrier uses words such as “bolster”, “capitalize”, “create”, “growth”, “momentum”, “positions”, “scale”, “will”, and similar expressions to identify forward-looking statements. These forward-looking statements relate to a variety of matters, including, without limitation, statements that relate to the size of Greenbrier’s lease fleet over time, the railcar leasing market, and Greenbrier’s leasing strategy, cash flows, and future returns. These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements. Factors that might cause such a difference include, but are not limited to, the following: COVID-19, variants thereof, governmental reaction thereto, and related economic disruptions (including, among other factors, supply disruptions, inflation, and increases in interest rates) having a negative impact on our business or our inability to lease railcars at satisfactory rates, or remarket leased railcars on favorable terms upon lease termination. More information on potential factors that could cause our results to differ from our forward-looking statements is included in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic report on Form 10-K and subsequent reports on 10-Q. Except as otherwise required by law, the Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof.

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XML

Document and Entity Information	Feb. 09, 2022
Cover [Abstract]
Entity Registrant Name	GREENBRIER COMPANIES INC
Amendment Flag	false
Entity Central Index Key	0000923120
Document Type	8-K
Document Period End Date	Feb. 09, 2022
Entity Incorporation State Country Code	OR
Entity File Number	001-13146
Entity Tax Identification Number	93-0816972
Entity Address, Address Line One	One Centerpointe Drive
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Lake Oswego
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97035
City Area Code	(503)
Local Phone Number	684-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock without par value
Trading Symbol	GBX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false