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): June 1, 2005
GENESEE & WYOMING INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 001-31456 06-0984624
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
66 FIELD POINT ROAD, GREENWICH, CT 06830
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 629-3722
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The information set forth under Item 2.01 "COMPLETION OF ACQUISITION
OR DISPOSITION OF ASSETS" under the "FINANCING OF ACQUISITION" subheading
concerning the Senior Notes (as defined therein) is incorporated herein by
reference.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
ACQUISITION OF ASSETS. Pursuant to the terms of a Securities Purchase
Agreement (the "Agreement"), dated as of May 25, 2005, by and among two
wholly-owned subsidiaries of Genesee & Wyoming Inc. ("GWI"), RP Acquisition
Company One, a Delaware corporation ("RP GP Buyer"), and RP Acquisition
Company Two, a Delaware corporation ("RP LP Buyer" and together with RP GP
Buyer, the "Buyers"), Rail Management Corporation, a Delaware corporation
("RMC"), Durden 1991 Family Gift Trust, a Florida trust (the "91 Family Gift
Trust"), Durden 1991 Family Discretionary Trust, a Florida trust (the
"Discretionary Trust"), Durden 1991 Family Trust, a Florida trust (the "Family
Trust"), K. Earl Durden 1991 Gift Trust, an Alabama trust (the "Gift Trust"),
Durden 1996 Family Gift Trust, a Florida trust (the "96 Family Gift Trust",
together with the 91 Family Gift Trust, the Discretionary Trust, the Family
Trust and the Gift Trust, the "Trusts", and together with RMC, the "Sellers"),
effective June 1, 2005, the Buyers own, directly or indirectly, all of the
partnership interests of Rail Partners, L.P., a Delaware limited partnership
("RPLP"), all of the issued and outstanding shares of each of Evansville Belt
Line Railroad, Inc., an Indiana corporation ("Evansville"), Grizzard Transfer
Company, Inc., a Georgia corporation ("Grizzard"), and KWT Railway, Inc., a
Tennessee corporation ("KWT", and together with Evansville and Grizzard, the
"QSubs"), all of the membership interests in each of AN Railway, L.L.C., a
Florida limited liability company ("ANR"), The Bay Line Railroad, L.L.C., an
Alabama limited liability company ("Bay Line"), Western Kentucky Railway,
L.L.C., a Commonwealth of Kentucky limited liability company ("WKR"), Rail
Switching Services, L.L.C., a Delaware limited liability company ("Rail
Services"), M&B Railroad, L.L.C., an Alabama limited liability company
("M&B"), and Riceboro Southern Railway, LLC, a Georgia limited liability
company ("Riceboro", and together with ANR, Bay Line, Rail Services, M&B and
WKR, the "Railroad LLCs") and all of the partnership interests in each of
Atlantic & Western Railway, Limited Partnership, a North Carolina limited
partnership ("AWR"), East Tennessee Railway, L.P., a Tennessee limited
partnership ("ETR"), Galveston Railroad, L.P., a Texas limited partnership
("Galveston"), Georgia Central Railway, L.P., a Georgia limited partnership
("GCR"), Little Rock & Western Railway, L.P., an Arkansas limited partnership
("LRW"), Tomahawk Railway, Limited Partnership, a Wisconsin limited
partnership ("Tomahawk"), Valdosta Railway, L.P., a Georgia limited
partnership ("Valdosta"), and Wilmington Terminal Railroad, Limited
Partnership, a North Carolina limited partnership ("WTR", together with AWR,
ETR, Galveston, GCR, LRW, Tomahawk and Valdosta, the "Railroad LPs", and
together with RPLP, the QSubs and the Railroad LLCs, the "Acquired Entities").
No material relationship exists between the Sellers and GWI or any of its
affiliates, any director or officer of GWI, or any associate of any such
director or officer. The purchase price was $243 million, which amount is
subject to adjustment post-closing based on the working capital of the
Acquired Entities and their subsidiaries on the closing date. The Acquired
Entities had approximately $1.7 million of non-interest bearing debt at
closing. The purchase price was determined on an arm's-length negotiated
basis.
DESCRIPTION OF ACQUIRED ASSETS. Founded in 1980, RMC, headquartered
in Panama City Beach, Florida, is an operator of short line railroads. The
business being acquired is composed of fourteen principal rail operations with
locations throughout the South and Southeast United States, including Florida,
Alabama, Mississippi, Georgia, Arkansas, Texas, North Carolina, Tennessee and
Kentucky. There is also one rail property located in Wisconsin. The main
operations are composed of: (i) five former industrial railroads serving the
paper and forest products industry, (ii) seven short line railroads, and (iii)
two port railroads. RMC operates over 928 miles of track, with 88 locomotives
and 1,751 freight cars. The railroads handle approximately 170,000 annual
carloads, with approximately 50% of its customers being in the paper and
forest products industry.
FINANCING OF ACQUISITION. GWI financed the $243 million cash purchase
price by (x) expanding the size of its senior revolving credit facility from
$150 million to $225 million and drawing down $118 million under such facility
at an initial borrowing rate of LIBOR plus 1.375% and (y) completing a private
placement of $125 million 10-Year Senior Floating Rate Notes ("Senior Notes"),
which have an initial borrowing rate of LIBOR plus 0.85%. Following the
acquisition, GWI has approximately $107 million of remaining capacity under
its senior revolving credit facility, which will be available for general
corporate purposes, including acquisitions. The initial purchaser of the
Senior Notes is an affiliate of Banc of America, N.A., which is the
administrative agent of GWI's senior credit facility. The Senior Notes were
issued pursuant to a supplement (the "First Supplement") to the Note Purchase
Agreement, dated as of November 12, 2004 (the "NPA"), and, except as set forth
in the First Supplement, are subject to the same terms, conditions and
covenants as those contained in the NPA. The Senior Notes are unsecured but
are guaranteed by substantially all of GWI's U.S. subsidiaries. This summary
is qualified in its entirety by reference to the text of the NPA and the First
Supplement, which are incorporated herein by reference and are included as
Exhibits 99.2 and 99.3 to this Current Report.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information set forth under Item 2.01 "COMPLETION OF ACQUISITION
OR DISPOSITION OF ASSETS" under the "FINANCING OF ACQUISITION" subheading is
incorporated herein by reference.
ITEM 5.02 - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
ITEM 5.02(b) Resignation of a Director
On June 3, 2005, Mr. Anestis, in connection with his retirement from
Florida East Coast Industries, Inc., submitted his letter of resignation from
the Board, which was accepted. There were no disagreements between Mr. Anestis
and GWI regarding GWI's operations, policies or practices. The Board expressed
its sincere appreciation for Mr. Anestis's excellent contributions during his
services as a director of GWI.
ITEM 9.01 EXHIBITS
Exhibit No. Description
99.1 Securities Purchase Agreement, dated as of May 25,
2005, by and among Rail Management Corporation,
Durden 1991 Family Gift Trust, Durden 1991 Family
Discretionary Trust, Durden 1991 Family Trust, K.
Earl Durden 1991 Gift Trust, Durden 1996 Family
Gift Trust, RP Acquisition Company One and RP
Acquisition Company Two (incorporated by reference
to Exhibit 99.1 to the Current Report 8-K filed by
Genesee & Wyoming Inc. on June 1, 2005)
99.2 Note Purchase Agreement, dated as of November 12,
2004 (incorporated by reference to Exhibit 10.2 to
the Current Report 8-K filed by Genesee & Wyoming
Inc. on November 18, 2004)
99.3 First Supplement to Note Purchase Agreement, dated
as of June 1, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENESEE & WYOMING INC.
By: /S/ ADAM B. FRANKEL
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Name: Adam B. Frankel
Title: Senior Vice President,
General Counsel & Corporate
Secretary
Dated: June 3, 2005