Greenbrier tenders, solicits consents for 8 3/8% senior notes due 2015

By Susanna Moon

Chicago, March 30 - Greenbrier Cos., Inc. said it began a cash tender offer and consent solicitation for its outstanding 8 3/8% senior notes due 2015.

The company will pay $1,031.67 for each $1,000 principal amount of notes tendered by 5 p.m. ET on April 12, the consent date. The total payment includes a consent fee of $10.00 per $1,000 principal amount.

Holders who tender their notes after the consent date but by the offer deadline of 8 a.m. ET on April 27 will receive the total payment less the consent fee, or $1,021.67 per $1,000 principal amount.

Tendered notes may not be withdrawn after the consent payment deadline.

The company also is soliciting consents to amend the notes to eliminate substantially all of the restrictive covenants and some events of default.

Holders who tender their notes will be deemed to have delivered their consents. Holders may not tender their notes without delivering their consents or deliver consents without tendering their notes.

The offer is conditioned on Greenbrier receiving proceeds from the issuance of $200 million principal amount of senior convertible notes due 2018 in a private placement.

D.F. King & Co., Inc. (800 628-8536 or collect 212 269-5550) is the information agent and depositary for the tender offer and consent solicitation.

Merrill Lynch (888 292-0700 or collect at 980 388-9217) is the dealer manager and solicitation agent.

Greenbrier is a Lake Oswego, Ore.-based supplier of transportation equipment and services to the railroad industry.

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