Issuer Free Writing Prospectus
December 15, 2010
Filed pursuant to Rule 433(f)
Registration Statement No. 333-165924
THE GREENBRIER COMPANIES, INC.
Free Writing Prospectus Published or Distributed by Media
On December 13, 2010, The Oregonian newspaper first published on the internet an article, the
full text of which is reproduced below, regarding The Greenbrier Companies, Inc. (Greenbrier).
In addition, also on December 13, 2010, the Daily Journal of Commerce first published on the
internet an article regarding Greenbrier, which article was apparently updated on December 14, 2010
and is also reproduced below.
References to we, our, us and similar references in this free writing prospectus refer
to Greenbrier and its consolidated subsidiaries unless the context otherwise requires.
Clarifications and Corrections
Greenbrier notes that the articles were not prepared or reviewed by Greenbrier in advance of
their publication. With the exception of quotations directly attributed to Mark Rittenbaum,
Greenbriers chief financial officer, or information directly extracted from Greenbriers press releases or filings with the Securities and Exchange Commission, the articles constitute the authors or others opinions,
which are not endorsed or adopted by Greenbrier.
Statements in the articles should be considered only after carefully reviewing the
uncertainties, risks and other factors set forth under the headings Risk Factors and Forward
Looking Statements in Greenbriers Annual Report on Form 10-K for the fiscal year ended August 31,
2010, as well as other information contained in other reports and documents filed by Greenbrier
with the Securities and Exchange Commission.
We believe that the following information is appropriate to clarify, qualify, provide context
to, or correct information included in the articles:
1. With respect to statements regarding the anticipated use of proceeds from Greenbriers
at-the-market underwritten offering of 3,000,000 shares of its common stock (the Offering),
Greenbrier notes that no determination with respect to the use of proceeds has been made and that
it intends to use the net proceeds from the Offering for general corporate purposes. Greenbriers
management will have broad discretion to allocate the net proceeds from the Offering for such
purposes as working capital, capital expenditures, repayment or repurchase of a portion of
Greenbriers indebtedness or acquisitions of, or investments in, complementary businesses and
products. Greenbrier has no current agreements or commitments to use these proceeds to repay or
repurchase any indebtedness or to make any material acquisitions or investments. Pending such
uses, Greenbrier plans to invest the net proceeds from the Offering in highly liquid,
2. With respect to statements regarding Greenbriers future financing and liquidity requirements
(including in the case of a downturn), Greenbriers debt, and Greenbriers intentions or need to
pursue future financings, Greenbrier reiterates that, including following the completion of the
Offering, Greenbrier will have a high level of indebtedness, a portion of which has variable
interest rates. Greenbriers level of indebtedness, and the terms of its indebtedness could
adversely affect its business,
financial condition and liquidity. Although Greenbrier intends to refinance its debt on or before
maturity, there can be no assurance that it will be successful, or if refinanced, that it will be
at favorable rates and terms. If Greenbrier is unable to successfully refinance its debt,
Greenbrier could have inadequate liquidity to fund its ongoing cash needs. In addition,
Greenbriers high level of indebtedness and its financial covenants limit Greenbriers ability to
borrow additional amounts of money for working capital, capital expenditures or other purposes.
Greenbrier must dedicate a substantial portion of these funds to service debt, limiting
Greenbriers ability to use operating cash flow in other areas of its business. The limitations of
Greenbriers financial covenants, among other things, limit Greenbriers ability to incur
additional indebtedness or guarantees, pay dividends or repurchase stock, enter into sale leaseback
transactions, create liens, sell assets, engage in transactions with affiliates, joint ventures and
foreign subsidiaries, and engage in other transactions, including but not limited to loans,
advances, equity investments and guarantees, enter into mergers, consolidations or sales of
substantially all of its assets, and enter into new lines of business. The high amount of debt
increases Greenbriers vulnerability to general adverse economic and industry conditions and could
limit Greenbriers ability to take advantage of business opportunities and to react to competitive
Greenbrier further notes that its business is cyclical. During economic downturns or a rising
interest rate environment, the cyclical nature of Greenbriers business results in lower demand for
its products and reduced revenue. Overall economic conditions and the purchasing practices of
buyers have a significant effect upon Greenbriers railcar repair, refurbishment and component
parts, marine manufacturing, railcar manufacturing and leasing and fleet management services
businesses due to the impact on demand for new, refurbished, used and leased products. As a result,
during downturns, Greenbrier could operate with a lower level of backlog and may temporarily slow
down or halt production at some or all of its facilities. Economic conditions that result in higher
interest rates increase the cost of new leasing arrangements, which could cause some of
Greenbriers leasing customers to lease fewer of Greenbriers railcars or demand shorter lease
terms. An economic downturn or increase in interest rates may reduce demand for Greenbriers
products, resulting in lower sales volumes, lower prices, lower lease utilization rates and
Additionally, Greenbrier may raise additional capital, which could have a dilutive effect on
existing holders of Greenbriers common stock and adversely affect the market price of its common
stock. Except for a typical lock-up agreement with the underwriter for the Offering, Greenbrier is
not restricted from issuing additional shares of its common stock or securities that are
convertible into or exchangeable for, or that represent the right to receive, Greenbriers common
stock. Greenbrier evaluates opportunities to access the capital markets taking into account its
financial condition and other relevant considerations. Subject to market conditions, Greenbrier may
take further actions to raise capital. Such actions could include, among other things, the issuance
of additional shares of Greenbriers common stock.
The issuance of any additional shares of Greenbriers common stock or securities convertible
into or exchangeable for Greenbriers common stock or that represent the right to receive its
common stock, or the exercise of such securities, could be substantially dilutive to Greenbriers
shareholders, including purchasers of Greenbriers common stock in the Offering. Holders of
Greenbriers common stock have no preemptive rights that entitle them to purchase their pro rata
share of any offering of shares of any class or series of Greenbriers capital stock and,
therefore, such sales or offerings could result in increased dilution to Greenbriers shareholders.
The market price of Greenbriers common stock could decline as a result of sales of shares of
Greenbriers common stock made after the Offering or the perception that such sales could occur.
3. With respect to statements regarding Greenbriers backlog, railcar orders and customers
(including railroad companies, shippers and leasing companies), Greenbrier notes that its backlog
is not necessarily indicative of the level of its future revenues. Greenbriers manufacturing
future production for which Greenbrier has written orders from Greenbriers customers in various
periods, and estimated potential revenue attributable to those orders. Some of this backlog is
subject to Greenbriers fulfillment of certain competitive conditions. Greenbriers reported
backlog may not be converted to revenue in any particular period and some of its contracts permit
cancellations without financial penalties or with limited compensation that would not replace lost
revenue or margins. Actual revenue from such contracts may not equal Greenbriers backlog revenues,
and therefore, Greenbriers backlog is not necessarily indicative of the level of its future
railcar deliveries, which are the primary source of Greenbriers
manufacturing revenue, were approximately 2,500 units in the fiscal
year ended August 31, 2010. Greenbrier derives a significant amount of its revenue from a limited number of customers, the
loss of or reduction of business from one or more of which could have an adverse effect on
Greenbriers business. A significant portion of Greenbriers revenue and backlog is generated from
a few major customers. Greenbrier cannot be assured that its customers will continue to use
Greenbriers products or services or that they will continue to do so at historical levels. A
reduction in the purchase or leasing of Greenbriers products or a termination of its services by
one or more of Greenbriers major customers could have an adverse effect on Greenbriers business
and operating results.
4. With respect to statements regarding future financial results, profitability, demand and
relative market share and ability to anticipate the market for Greenbriers products and services,
Greenbrier notes that it faces aggressive competition by a concentrated group of competitors in all
geographic markets and in each industry sector in which it operates and that a number of factors
may influence Greenbriers performance, including without limitation: fluctuations in the demand
for newly manufactured railcars or marine barges; fluctuations in demand for wheel services,
refurbishment and parts; Greenbriers ability to adjust to the cyclical nature of the industries in
which Greenbrier operates; delays in receipt of orders, risks that contracts may be canceled during
their term or not renewed and that customers may not purchase the amount of products or services
under the contracts as anticipated; domestic and global economic conditions including such matters
as embargoes or quotas; growth or reduction in the surface transportation industry; steel and
specialty component price fluctuations, scrap surcharges, steel scrap prices and other commodity
price fluctuations and their impact on product demand and margin; loss of business from, or a
decline in the financial condition of, any of the principal customers that represent a significant
portion of Greenbriers total revenues; competitive factors, including introduction of competitive
products, new entrants into certain of Greenbriers markets, price pressures, limited customer base
and competitiveness of Greenbriers manufacturing facilities and products; industry overcapacity
and Greenbriers manufacturing capacity utilization; and other risks, uncertainties and factors
identified in Greenbriers Annual Report on Form 10-K for the fiscal year ended August 31, 2010.
The full text of the article published by The Oregonian appears below:
Greenbrier raises cash by selling 3 million shares in public offering
Ted Sickinger, The Oregonian
December 13, 2010
The Greenbrier Cos. said Monday that it has agreed to sell 3 million shares of its common
stock in an at-the-market public offering.
The Lake Oswego company, which makes and services railcars, sold the shares to Goldman
Sachs, which will resell them to investors.
While the exact pricing of the offering wont be released for 48 hours, it would raise in
the neighborhood of $60 million based on the companys closing share price Monday. The
offering amounts to about 13 percent of Greenbriers outstanding shares, and excludes
warrants that allow the activist shareholder Wilbur Ross to buy another 3.4 million shares
for $6 a share.
Greenbrier Chief Financial Officer Mark Rittenbaum said the company will use the money for
working capital and debt repayment, shoring up a balance sheet that sustained heavy damage
during the economic downturn. Greenbrier took on significant debt that will start maturing
between 2012 to 2015. The company raised another $50 million in a secondary offering of 4.5
million shares last May.
The new offering, Rittenbaum said, takes care of any refinancing risk if we go into another
downturn. We dont see ourselves having to go back to the market anytime soon.
Greenbrier has experienced a solid recovery in orders this fall, most recently on Friday
when it announced orders for 2,000 railcars worth $135 million. The orders for covered
hopper cars are destined for the companys Mexican factories, though it comes on top of
orders this fall for 3,200 railcars being produced at the companys Gunderson facility in
Greenbrier still seems destined to lose money in the first quarter of its fiscal year, which
ended Nov. 30. The company has said it expects a net loss between 9 and 14 cents per diluted
share on revenues of $200 million for the quarter. It hopes to break even in the current
quarter and return to profitability in the second half of its fiscal year, Rittenbaum said.
Greenbrier released the news of its offering after financial markets closed Monday. Its
shares, traded on the New York Stock Exchange, ended regular trading at $22.73, down 17
cents or 0.7 percent.
The full text of the article published by the Daily Journal of Commerce, as Greenbrier believes it
was updated on December 14, 2010, appears below:
Oregon railcar company bounces back
Sue Vorenberg, Daily Journal of Commerce
December 13, 2010
A railcar manufacturer in Lake Oswego seems to be finding its way out of the Great
The Greenbrier Companies announced Friday that it already has a backlog of 7,000 orders for
fiscal 2011, said Mark Rittenbaum, chief financial officer.
Thats a major improvement over fiscal 2010, when the company had a total of 2,700 orders
for the year, he said.
Theres been quite a bit of activity in the last three and a half months, Rittenbaum said.
For the company as a whole this will have quite a meaningful impact.
Still, the good news is tempered by debts that built up for the company during the downturn.
The Greenbrier Companies announced Monday that it has agreed to sell 3 million shares of
common stock in an underwritten, at-the-market public offering. That offer, underwritten by
Goldman, Sachs & Co., closes on Dec. 17.
Monday, the stock was selling at $22.23 per share - so the offering could net about 66
million, which could help pay off some of that debt, Rittenbaum said.
Still, news of the new orders bodes well for the company, he added.
In November and December the company has so far received orders for 2,000 railcars, worth a
total of about $135 million. In September and October the company received 3,200 orders
worth about $200 million.
Theres quite a pickup in demand and also were getting more than our normal share of
orders, Rittenbaum said. I think we anticipated the market well and had some of the right
car types in place.
Most of the new orders are from big railroad companies, shippers and leasing companies from
the United States, he added.
The company is headquartered in Oregon and has manufacturing and repair facilities in the
state and in Mexico. It will open a new production line in the second quarter of 2011 at its
Mexican facility to meet the growth in demand, Rittenbaum said.
The company also hired 260 new workers in Oregon in August and September of this year, he
This free writing prospectus and the articles contain forward-looking statements. Greenbrier
generally uses words such as anticipates, believes, forecast, potential, contemplates,
expects, intends, plans, seeks, estimates, could, would, will, may, can, and
similar expressions identify forward-looking statements. These forward-looking statements include,
but are not limited to, statements about the use of proceeds, financing and liquidity requirements,
Greenbriers intentions to pursue future financings, Greenbriers backlog, railcar orders and
customers, and future financial results, profitability relative market share and ability to
anticipate the market. Forward-looking statements are not guarantees of future performance and are
subject to certain risks and uncertainties that could cause actual results to differ materially
from in the results contemplated by the forward-looking statements. Factors that might cause such a
difference include, but are not limited to, turmoil in the credit markets and financial services
industry; high levels of indebtedness and compliance with the terms of Greenbriers indebtedness;
write-downs of goodwill in future periods; sufficient availability of borrowing capacity;
fluctuations in demand for newly manufactured railcars or failure to obtain orders as anticipated
in developing forecasts; loss of one or more significant customers; customer payment defaults or
related issues; actual future costs and the availability of materials and a trained workforce;
failure to design or manufacture new products or technologies or to achieve certification or market
acceptance of new products or technologies; steel price fluctuations and scrap surcharges; changes
in product mix and the mix between segments; labor disputes, energy shortages or operating
difficulties that might disrupt manufacturing operations or the flow of cargo; production
difficulties and product delivery delays as a result of, among other matters, changing technologies
or non-performance of subcontractors or suppliers; ability to obtain suitable contracts for the
sale of leased equipment and risks related to car hire and residual values; difficulties associated
with governmental regulation, including environmental liabilities; integration of current or future
acquisitions; succession planning; as well as the other factors as may be discussed under the
headings Risk Factors and Forward Looking Statements in Greenbriers Annual Report on Form 10-K
for the fiscal year ended August 31, 2010, and in Greenbriers other reports and other documents on
file with the Securities and Exchange Commission. Readers are cautioned not to
place undue reliance on these forward-looking statements. Except as otherwise required by law, we
do not assume any obligation to update any forward-looking statements.
Greenbrier has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and the other documents the issuer has filed with the SEC for more
complete information about the issuer and this offering. You may get these documents for free by
visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, the
underwriter or any dealer participating in the offering will arrange to send to you the prospectus
if you request it by calling Goldman, Sachs & Co. toll-free at 1-866-471-2526.