8-K
filed May 24, 2023, 7:59 PM ET
ticker RAIL
CIK 0001320854
other material
confidence high
sentiment neutral
materiality 0.60
FreightCar America issues 85,412 Series C Preferred shares and warrants to purchase 1.6M common shares at $3.57
FreightCar America, Inc.
- Issued 85,412 shares of Series C Preferred Stock and warrants for 1,636,313 common shares at $3.57 exercise price.
- Securities sold to OC III LFE II LP under Rule 506 exemption; warrant has 10-year term.
- Amendment No. 2 to Reimbursement Agreement modifies terms of $25M standby letter of credit from Wells Fargo.
- Dividend and repurchase restrictions placed on common stock under Series C Certificate of Designation.
- Warrants include net exercise and automatic exercise on change of control or expiration.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
FreightCar America, Inc.: Filed Series C Certificate of Designation for Preferred Stock, setting forth its terms (effective 2023-05-19).
- Change
- charter amendment
- Effective
- 2023-05-19
Exact text from the filing
On May 19, 2023, in connection with the closing of the transactions contemplated by the Purchase Agreement, the Company filed a certificate of designation (the “Series C Certificate of Designation”), with the Secretary of State of the State of Delaware setting forth the terms of the Preferred Stock.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
FreightCar America, Inc. entered into Securities Purchase Agreement with OC III LFE II LP LLC (effective 2023-05-22).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- OC III LFE II LP LLC
- Effective
- 2023-05-22
Exact text from the filing
On May 22, 2023, FreightCar America, Inc., a Delaware corporation (the “Company”), consummated its previously announced offering Series C Preferred Stock of the Company, par value $0.01 (the “Preferred Stock”), pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) by and among the Company and OC III LFE II LP LLC (the “Purchaser”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
FreightCar America, Inc. amended Amendment No. 2 to Amended and Restated Reimbursement Agreement with CO Finance LVS VI LLC (effective 2023-05-22).
- Action
- amendment
- Agreement
- credit facility
- Counterparty
- CO Finance LVS VI LLC
- Effective
- 2023-05-22
Exact text from the filing
In connection with the closing of the transactions contemplated by the Purchase Agreement, the Company entered into Amendment No. 2 to Amended and Restated Reimbursement Agreement (“Amendment No. 2”) with the Loan Parties (as defined therein), CO Finance LVS VI LLC (the “LC Provider”), and U.S. Bank, National Association, as disbursing agent and collateral agent.
View on SEC.gov
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