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GATX CORP filed this Form 8-K on 11/20/2018
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Form 8-K





Washington, D.C. 20549









Date of report (Date of earliest event reported): November 19, 2018



GATX Corporation

(Exact name of registrant as specified in its charter)




New York   1-2328   36-1124040

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

233 South Wacker Drive

Chicago, Illinois 60606-7147

(Address of principal executive offices, including zip code)

(312) 621-6200

(Registrant’s telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:


Written communication 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))

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

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).


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, thereunto duly authorized.


/s/ William M. Muckian

William M. Muckian

Senior Vice President, Controller and

Chief Accounting Officer

(Duly Authorized Officer)

Date: November 20, 2018

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