Westinghouse Air Brake Technologies Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

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On April 23, 2025 (the “Closing Date”), Westinghouse Air Brake Technologies Corporation (the “Company”) entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”), by and among the Company and Wabtec Transportation Netherlands B.V., as borrowers, the financial institutions party thereto, as lenders, and PNC Bank, National Association, as administrative agent, which, among other things:

Each of the Revolving Credit Facility and the Term Loan Facility matures on April 23, 2030 (the fifth anniversary of the Closing Date) and is unsecured. The Incremental Facility, if used to increase the Revolving Credit Facility commitments, will mature in accordance with the Revolving Credit Facility and is unsecured. The Incremental Facility, if used to increase the Term Loan Facility commitments, will mature on the date to be set forth in the definitive documentation for such Incremental Facility and is unsecured.

The applicable interest rate for borrowings under the A&R Credit Agreement is determined based on interest rate spreads corresponding to the lower of the pricing set forth for (i) the Company’s leverage ratio (defined as a ratio of total debt, reduced by up to $500 million of unrestricted cash, to EBITDA, as defined in the A&R Credit Agreement) and (ii) the Company’s public credit rating, in each case that range between 1.000% and 1.750% for SOFR/RFR-based borrowings and 0.000% and 0.750% for Alternate Base Rate based borrowings.

The Company’s obligations under the A&R Credit Agreement are guaranteed by certain subsidiaries of the Company. The A&R Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations on the Company and certain of the Company’s subsidiaries with respect to, among other things, indebtedness, liens, fundamental changes, restricted payments and transactions with affiliates. The Company is permitted to pay dividends and make other restricted payments, provided that at the time of declaration, and after giving pro forma effect to such payments as of such declaration date, no default or event of default exists and the Company is in compliance with the required interest coverage and leverage ratios.

The A&R Credit Agreement provides for customary events of default, including in respect of the occurrence of a change of control of the Company.

Some of the lenders under the A&R Credit Agreement, and/or their affiliates, had, have or may in the future have various relationships with the Company and its subsidiaries involving the provision of a variety of financial services, including investment banking, underwriting, commercial banking, letters of credit, for which the lenders and/or affiliates receive customary fees and, in some cases, out-of-pocket expenses.

The foregoing is a summary of the A&R Credit Agreement and is not a complete discussion of the document. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the A&R Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Report on Form 8-K and incorporated herein by reference.