American Railcar Industries, Inc.’s Wholly Owned Subsidiary Announces Successful Consent Solicitation From Its Noteholders
17 Aprile 2018 - 10:51PM
American Railcar Industries, Inc. (NASDAQ:ARII) (“ARI” or the
“Company”) today announced that our wholly owned subsidiary,
Longtrain Leasing III, LLC (“Longtrain”), has successfully
completed it consent solicitation and has obtained the approvals
necessary to allow ARI to manage the railcars owned by
Longtrain.
Specifically, Longtrain has received consents
from the holders of approximately 88% in aggregate principal
balance of its unpaid and outstanding 2.98% Fixed Rate Secured
Railcar Equipment Notes, Class A-1 (the “Class A-1 Notes”) and its
4.06% Fixed Rate Secured Railcar Equipment Notes, Class A-2 (the
“Class A-2 Notes,” and together with the Class A-1 Notes, the
“Notes”) to the approval of an amendment (the “First Indenture
Supplement”) to the indenture governing such Notes (the
“Indenture”) to allow ARI to act as the manager of the railcars
that serve as collateral under the Indenture, and entry into new
agreements providing for such management, including a replacement
management agreement and new lease administration and collateral
agency agreements (collectively, the “New Agreements”).
Accordingly, Longtrain entered into the First Indenture Supplement
and the New Agreements on April 17, 2018.
Approval of the First Indenture Supplement and
the New Agreements required the consent of the holders of not less
than a majority in aggregate of the total principal balance of the
Notes that remain unpaid and outstanding at the time of the consent
solicitation (other than ARI and its affiliates). The consent
solicitation expired at 5:00 p.m., New York City time, on April 10,
2018.
Longtrain intends to pay the consent fee, equal
to $1.50 per $1,000 of the respective outstanding principal balance
of Notes held or beneficially held by such holders with respect to
which such holders have consented, as promptly as practicable, on
the terms and subject to the conditions set forth in the Consent
Solicitation Statement dated March 26, 2018 (the “Consent
Solicitation Statement”), and the accompanying consent form, to
holders of Notes who validly and timely delivered executed consent
forms (and did not validly revoke such consent forms) in the manner
described in the Consent Solicitation Statement and the consent
form.
This announcement is for informational purposes
only and is neither an offer to sell nor a solicitation of an offer
to purchase any Notes or other securities. This announcement
is also not a solicitation of consents with respect to the Notes or
other securities.
About American Railcar Industries,
Inc.
ARI is a prominent North American designer and
manufacturer of hopper and tank railcars. ARI provides its railcar
customers with integrated solutions through a comprehensive set of
high quality products and related services. ARI manufactures and
sells railcars, custom designed railcar parts, and other industrial
products. ARI and its subsidiaries also lease railcars manufactured
by the Company to certain markets. In addition, ARI and its
subsidiaries provide railcar repair services through its various
repair facilities, including mini-shops and mobile units, offering
a range of services from full to light repair. More information
about American Railcar Industries, Inc. is available on its website
at americanrailcar.com or call the Investor Relations Department,
636.940.6000.
Forward Looking Statement
Disclaimer
This press release contains statements relating
to the Company's objectives, long-term strategies and/or future
business prospects, events and plans that are forward-looking
statements within the meaning of Section 27A of the United States
Securities Act of 1933, as amended, and Section 21E of the United
States Securities Exchange Act of 1934, as amended. Forward-looking
statements represent the Company’s estimates and assumptions only
as of the date of this press release. Such statements include,
without limitation, statements regarding: the Company’s management
of its and its subsidiaries’ railcars, the Company’s intent to pay
a consent fee upon the completion of certain conditions, and the
Company’s strategic objectives and long-term strategies.
These forward-looking statements are subject to known and unknown
risks and uncertainties that could cause actual results to differ
materially from those anticipated. Investors should not place undue
reliance on forward-looking statements, which speak only as of the
date they are made and are not guarantees of future
performance. Potential risks and uncertainties that could
adversely affect our business and prospects include, without
limitation, risks relating to our continuing transition to manage
our leasing business in-house and the additional risk factors
described in ARI’s filings with the Securities and Exchange
Commission. The Company expressly disclaims any duty to provide
updates to any forward-looking statements made in this press
release, whether as a result of new information, future events or
otherwise.
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