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GMT > SEC Filings for GMT > Form 8-K on 28-Feb-2014All Recent SEC Filings

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Form 8-K for GATX CORP


28-Feb-2014

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


ITEM 1.01 Entry Into A Material Definitive Agreement

GATX Corporation ("GATX") entered into an Underwriting Agreement (the "Underwriting Agreement"), with Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters listed therein (collectively, the "Underwriters"), dated February 27, 2014, pursuant to which GATX agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, $300,000,000 aggregate principal amount of 1.250% Senior Notes due 2017 (the "2017 Notes"), $250,000,000 aggregate principal amount of 2.500% Senior Notes due 2019 (the "2019 Notes") and $300,000,000 aggregate principal amount of 5.200% Senior Notes due 2044 (the "2044 Notes" and, together with the 2017 Notes and the 2019 Notes, the "Notes") as described in the prospectus supplement dated February 27, 2014 (the "Prospectus Supplement") filed pursuant to GATX's shelf registration statement on Form S-3, Registration No. 333-190682 (the "Registration Statement").

The Notes will be issued under the Indenture dated as of February 6, 2008 between GATX and U.S. Bank National Association as trustee, and an officers' certificate providing for the issuance of the Notes. The Underwriters are expected to deliver the Notes against payment on March 4, 2014.

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 9.01 Financial Statements and Exhibits

(d) Exhibits.

1.1 Underwriting Agreement, dated February 27, 2014, between GATX and Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein.

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).


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