GATX
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SEC Filings

8-K
GATX CORP filed this Form 8-K on 11/20/2018
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ITEM 1.01 Entry Into A Material Definitive Agreement

GATX Corporation (“GATX”) entered into an Underwriting Agreement (the “Underwriting Agreement”), with Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters listed therein (collectively, the “Underwriters”), dated November 19, 2018, pursuant to which GATX agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, $100,000,000 aggregate principal amount of Floating Rate Senior Notes due 2021 (the “Notes”), as described in the prospectus supplement, dated November 19, 2018 (the “Prospectus Supplement”), filed pursuant to GATX’s shelf registration statement on Form S-3, Registration No. 333-213160 (the “Registration Statement”).

The Notes will be issued under the Indenture, dated as of February 6, 2008, between GATX and U.S. Bank National Association, as trustee, and officers’ certificates providing for the issuance of the Notes. The Underwriters are expected to deliver the Notes against payment on November 21, 2018.

Copies of the Underwriting Agreement and other documents relating to this transaction are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

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

See Item 1.01

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits.

  1.1    Underwriting Agreement, dated November 19, 2018, between GATX and Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner  & Smith Incorporated, as representatives of the several underwriters listed therein.
  5.1    Opinion of Mayer Brown LLP as to the validity of the securities being offered.
23.1    Consent of Mayer Brown LLP (contained in Exhibit 5.1 hereto).
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