WATCO COMPANIES, L.L.C. ANNOUNCES EXPIRATION OF CASH TENDER OFFER FOR ITS OUTSTANDING 6.500% SENIOR NOTES DUE 2027

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Jul 18, 2024, 07:30 ET

PITTSBURGH, Kan., July 18, 2024 /PRNewswire/ -- Watco Companies, L.L.C. and its wholly-owned subsidiary, Watco Finance Corp. (collectively, the "Company"), today announced the expiration of its cash tender offer to purchase (the "Offer") any and all of the outstanding 6.500% Senior Notes due 2027 (the "2027 Notes"). The Offer described herein was made on the terms and conditions set forth in the Offer to Purchase, dated July 8, 2024 (the "Offer to Purchase") and the related Notice of Guaranteed Delivery. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase. The offer expired at 5:00 p.m., New York City time, on July 17, 2024 (the "Expiration Date"). The settlement date for the Offer will be on or about July 22, 2024 (the "Settlement Date").

According to information provided by D.F. King & Co., Inc., $540,218,000 aggregate principal amount of the 2027 Notes were validly tendered prior to or at the Expiration Date and not validly withdrawn prior to the Withdrawal Deadline. In addition, $19,761,000 aggregate principal amount of the 2027 Notes were tendered pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase (the "Guaranteed Delivery Procedures") and remain subject to the Holders' performance of the delivery requirements under such procedures. The table below provides certain information about the Offer, including the aggregate principal amount of the 2027 Notes validly tendered prior to the Expiration Date and not validly withdrawn prior to the Withdrawal Deadline and the aggregate principal amount of 2027 Notes reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration Date.

The Company plans to accept for purchase $540,218,000 combined aggregate principal amount of 2027 Notes under the Offer (excluding 2027 Notes delivered pursuant to the Guaranteed Delivery Procedures).

Series of Notes	CUSIP/ISIN Numbers	Aggregate Principal Amount Outstanding	Aggregate Principal Amount Tendered ⁽¹⁾	Principal Amount Reflected in Notices of Guaranteed Delivery
6.500% Senior Notes due 2027	941130AB2/ U94127AB0	$600,000,000	$540,218,000	$19,761,000

(1) The amounts exclude the principal amount of 2027 Notes for which Holders have complied with certain procedures applicable to guaranteed delivery pursuant to the Guaranteed Delivery Procedures. Such amounts remain subject to the Guaranteed Delivery Procedures. 2027 Notes tendered pursuant to the Guaranteed Delivery Procedures are required to be tendered at or prior to 5:00 p.m., New York City time, on July 19, 2024. Holders of 2027 Notes must validly tender their 2027 Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, prior to the Expiration Date, and not withdraw their 2027 Notes prior to the Withdrawal Deadline, in order to be eligible to receive $1,013.24 in cash for each $1,000 principal amount of the 2027 Notes on the Settlement Date (the "Consideration"). In addition to the Consideration, Holders whose 2027 Notes are accepted for purchase will receive a cash payment representing the accrued and unpaid interest on such 2027 Notes from the last interest payment date up to, but not including, the Settlement Date. Interest will cease to accrue on the Settlement Date for all accepted 2027 Notes, including those tendered through the Guaranteed Delivery Procedures.

The Company retained Wells Fargo Securities to act as the dealer manager and D.F. King & Co., Inc. to act as the tender and information agent for the Offer. For additional information regarding the terms of the Offer, please contact Wells Fargo Securities at +1 (866) 309-6316 (toll-free), (704) 410-4759 (collect) or [email protected]. Requests for copies of the Offer to Purchase and questions regarding the tendering of 2027 Notes may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for banks and brokers) or (800) 283-9185 (all others, toll-free) or email [email protected]. The Offer to Purchase, and the related Notice of Guaranteed Delivery are available at the following website: www.dfking.com/watco.

None of the Company, the Dealer Manager, the Tender and Information Agent or the trustee (nor any director, officer, employee, agent or affiliate of, any such person) made any recommendation whether Holders should tender or refrain from tendering 2027 Notes in the Offer, and no one had been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their 2027 Notes and, if so, the principal amount of the 2027 Notes to tender.

About Watco Companies, L.L.C.

Watco, headquartered in Pittsburg, Kansas, is a leading provider of integrated transportation services, providing a broad set of supply chain solutions. Watco provides short line railroad, terminal and port, and logistics services to over 3,500 customers across the U.S., Mexico, Canada and Australia. Watco owns and operates a diverse portfolio of transportation infrastructure assets across North America which includes being the second largest short line railroad operator (by mileage) and, according to Watco internal estimates, one of the largest bulk and break bulk terminaling services providers. More information about Watco and its subsidiaries can be found at www.watco.com.

Forward-Looking Statements

This press release includes forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. They use words such as "anticipate," "believe," "intend," "plan," "project," "forecast," "strategy," "position," "continue," "estimate," "expect," "may," or the negative of those terms or other variations of them or comparable terminology. In particular, statements, express or implied, concerning the timing for the closing of the Offer and the satisfaction of the conditions to the closing of the Offer are forward-looking statements. All statements other than statements of historical or current facts included in this press release that address activities, events, or developments that are expected, believed, or anticipated to occur or that may occur in the future are forward-looking statements.

Forward-looking statements are based on the Company's current expectations and beliefs concerning future events affecting the Company, and are subject to uncertainties and factors relating to the Company's operations and business environment, all of which are difficult to predict and many of which are beyond the Company's control. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company does not know whether its expectations will prove correct. Any or all of the forward-looking statements in this press release may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. There are a number of factors that could cause the Company's actual results to differ materially from those indicated in these statements.

The information set forth herein speaks only as of the date hereof, and the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE Watco Companies, LLC