Watco Companies Announces Pricing Of Previously Announced Private Add-on Offering Of Senior Unsecured Notes

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Jan 20, 2021, 15:19 ET

PITTSBURG, Kan., Jan. 20, 2021 /PRNewswire/ -- Watco Companies, L.L.C. and its wholly-owned subsidiary, Watco Finance Corp. (collectively, "Watco"), today announced the pricing of its previously announced private add-on offering (the "Add-On Offering") of $100 million aggregate principal amount of its 6.500% senior unsecured notes due 2027 (the "Additional Notes"). The Additional Notes will be issued at an offering price of 106.750% of their principal amount, plus accrued interest from December 15, 2020. Watco expects to close the sale of the Additional Notes on or about January 22, 2021, subject to the satisfaction of customary closing conditions.

The Additional Notes will be issued under the existing indenture under which Watco previously issued $500 million aggregate principal amount of its 6.500% senior unsecured notes due 2027 (the "Existing Notes"). Other than with respect to the date of issuance and the offering price, the Additional Notes will have the same terms as the Existing Notes, and the Additional Notes and the Existing Notes will be treated as a single class for all purposes under the indenture. The Additional Notes initially resold by the initial purchasers in reliance on Rule 144A will have the same CUSIP number as the Existing Notes initially resold by the initial purchasers thereof in reliance on Rule 144A. The Additional Notes initially resold by the initial purchasers in reliance on Regulation S will initially be issued bearing a temporary CUSIP number that differs from the CUSIP number under which the Existing Notes initially resold by the initial purchasers thereof pursuant to Regulation S currently trade. As promptly as practicable following the 40th day after the issue date of the Additional Notes, Watco intends to cause any Additional Notes that are initially resold by the initial purchasers pursuant to Regulation S to be consolidated with and share the same CUSIP number as the Existing Notes initially resold by the initial purchasers thereof pursuant to Regulation S. The Additional Notes will be guaranteed by Watco's subsidiaries that guarantee its senior secured credit facility.

Watco intends to use the net proceeds of the Add-On Offering to pay fees and expenses related to the Add-On Offering, to repay a portion of its senior secured credit facility, and for general corporate purposes.

The Additional Notes and related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The Additional Notes and related guarantees are being offered in a private placement, solely to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.

This communication shall not constitute an offer to sell or a solicitation of an offer to buy the Additional Notes or any other securities, nor shall there be any sale of the Additional Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Watco Companies, L.L.C.

Headquartered in Pittsburg, Kansas, Watco Companies, L.L.C. is a leading integrated transportation services provider with a broad set of capabilities. Watco provides short line railroad transportation services, terminal and port, logistics, and mechanical solutions to over 4,100 customers across the U.S., Mexico, Canada and Australia. According to Watco's estimates, Watco is the second largest short line railroad operator, one of the largest break bulk terminaling services providers, and one of the largest independent providers of railcar maintenance and repair services in North America.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as "forecast", "estimate", "project", "intend", "expect", "should", "believe" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include any statements regarding the Add-On Offering. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements, including, but not limited to, Watco's ability to successfully consummate the Add-On Offering; general and industry economic conditions; conditions in the capital and credit markets; Watco's ability to successfully integrate acquisitions; Watco's relationships with Class I railroads and other connecting carriers; risks related to the geographic markets in which Watco operates, including weather conditions; Watco's compliance with governmental regulation and legislative and regulatory developments; Watco's ability to obtain necessary permits and leases to operate its business; Watco's exposure to credit risk of its customers and counterparties; competitive pressures within its industries; risks related to climate change, including market and regulatory responses to climate change and related litigation; Watco's compliance with environmental laws and regulations; Watco's transportation of hazardous materials by rail; rising fuel costs; Watco's dependence on management and key personnel; availability of government funding; Watco's labor relations and the availability of qualified personnel; Watco's reliance on a limited number of suppliers and fluctuations in the supply of components it uses in its industries; risks related to operating in foreign countries; risks related to international trade policies; future acts of terrorism or war; Watco's reliance on technology and technology improvements in its business; risks related to cyberattacks and system disruptions; conflicts of interests among its limited number of equityholders and investors in the Additional Notes; risks related to its joint venture and other investments; and public health threats or outbreaks of communicable diseases (including COVID-19) and actions taken by governmental authorities and others in response thereto. Watco does not intend, and undertakes no duty, to update this information to reflect future events or circumstances, except as required by law.

SOURCE Watco Companies, LLC