Watco Companies, L.L.C. and its wholly-owned subsidiary, Watco Finance Corp. (collectively, “Watco”), today announced the pricing of its previously announced private offering (the “Offering”) of $700 million aggregate principal amount of senior unsecured notes due 2032 (the “Notes”). The Notes will pay interest semi-annually at a rate of 7.125% per annum. The Notes will mature on August 1, 2032, unless earlier redeemed in accordance with their terms. Watco expects to close the sale of the Notes on or about July 22, 2024, subject to the satisfaction of customary closing conditions.
Watco intends to use the net proceeds of the Offering to purchase Watco’s outstanding 6.500% Senior Notes due 2027 (the “2027 Senior Notes”) tendered in a concurrently announced tender offer (the “Tender Offer”), to pay interest as required from time to time on the 2027 Senior Notes that are not tendered until such 2027 Senior Notes are redeemed, to repay a portion of Watco’s senior secured credit facility, to pay all fees and expenses related to the Offering and incurred in connection with the Tender Offer, and for general corporate purposes. The Offering is not conditioned on the consummation of the Tender Offer. The Tender Offer is conditioned on, among other things, the consummation of the Offering.
The 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 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 Notes or any other securities, nor shall there be any sale of the 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. This communication does not constitute an offer to purchase or redeem any of the 2027 Senior Notes.
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” 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 Offering and Tender Offer. 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 Offering or Tender Offer; 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 Notes; risks related to epidemics, pandemics and similar outbreaks of communicable diseases; and risks related to its joint venture and other investments. Watco does not intend, and undertakes no duty, to update this information to reflect future events or circumstances, except as required by law.
