Genesee & Wyoming Completes RailAmerica Acquisition

Genesee & Wyoming Inc. said today that it has completed its acquisition of RailAmerica, Inc. for $1.37 billion.

Immediately following the closing of the acquisition, GWI said, control of RailAmerica was placed into a voting trust, with R. Lawrence McCaffrey appointed as trustee. This trust will remain in effect until the U.S. Surface Transportation Board issues its decision on GWI’s application to control RailAmerica and its railroads; the decision could come as early as the fourth quarter of 2012 or as late as the first quarter of 2013. Expected cost savings from the business combination will not be realized until the STB approves GWI’s control of RailAmerica’s railroads.

GWI also said it entered into a new five-year Senior Secured Credit Facility, comprising a $1.875 billion term loan and $425 million revolving credit facility.

The company financed the purchase price for RailAmerica’s shares, the refinancing of $1.23 billion of GWI and RailAmerica’s total outstanding debt prior to the acquisition, and transaction- and financing-related expenses with approximately $1.85 billion of debt from its new five-year Senior Secured Credit Facility, approximately $460 million of cash from its recent public offerings of common stock and tangible equity units, and $350 million through a private issuance of mandatorily convertible preferred stock to The Carlyle Group.