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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/12/22 Gatx Corp. 8-K:1,2,9 8/08/22 14:396K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 27K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 115K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 47K 4: EX-5.1 Opinion of Counsel re: Legality HTML 13K 9: R1 Document and Entity Information HTML 50K 12: XML IDEA XML File -- Filing Summary XML 13K 10: XML XBRL Instance -- d317388d8k_htm XML 18K 11: EXCEL IDEA Workbook of Financial Reports XLSX 8K 6: EX-101.DEF XBRL Definitions -- gmt-20220808_def XML 40K 7: EX-101.LAB XBRL Labels -- gmt-20220808_lab XML 66K 8: EX-101.PRE XBRL Presentations -- gmt-20220808_pre XML 42K 5: EX-101.SCH XBRL Schema -- gmt-20220808 XSD 16K 13: JSON XBRL Instance as JSON Data -- MetaLinks 14± 21K 14: ZIP XBRL Zipped Folder -- 0001193125-22-219172-xbrl Zip 62K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): i August 8, 2022
GATX Corporation
(Exact name of registrant as specified in its charter)
| i New York | i 1-2328 | i 36-1124040 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i 233 South Wacker Drive
i Chicago, i Illinois i 60606-7147
(Address of principal executive offices, including zip code)
i (312) i 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 filing obligation of the registrant under any of the following provisions:
| i ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of Each Exchange on Which Registered | ||
| i Common Stock | i GATX | i New York Stock Exchange | ||
| i Chicago Stock Exchange |
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 i ☐
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 BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed therein (collectively, the “Underwriters”), dated August 8, 2022, pursuant to which GATX agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, $400,000,000 aggregate principal amount of 4.900% Senior Notes due 2033 (the “Notes”), as described in the prospectus supplement, dated August 8, 2022 (the “Prospectus Supplement”), filed pursuant to GATX’s shelf registration statement on Form S-3, Registration No. 333-264721.
The Notes were issued under the Indenture, dated as of February 6, 2008, between GATX and U.S. Bank Trust Company, National Association, as trustee, as successor in interest to U.S. Bank National Association, and an officers’ certificate providing for the issuance of the Notes. The Underwriters delivered the Notes against payment on August 10, 2022.
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 August 8, 2022, between GATX and BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. | |
| 4.1 | Form of 4.900% Senior Notes due 2033. | |
| 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). | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
SIGNATURE
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.
| GATX CORPORATION |
| (Registrant) |
| /s/ Thomas A. Ellman |
| Executive Vice President, Chief Financial Officer (Duly Authorized Officer) |
Date: August 12, 2022
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/12/22 | |||
| 8/10/22 | ||||
| For Period end: | 8/8/22 | 424B3, FWP | ||
| 2/6/08 | ||||
| List all Filings | ||||