Wabtec Announces Pricing of Senior Notes Offering

Wabtec Corporation (NYSE: WAB) (“Wabtec”) today announced that it has priced a public offering of $500 million aggregate principal amount of 5.611% Senior Notes due 2034 (the “Notes”). The Notes will be guaranteed by each of Wabtec’s current and future subsidiaries that guarantee its indebtedness under its credit agreements or any other debt of Wabtec or any other guarantor.

The Notes will pay interest semi-annually in arrears. The Notes will mature on March 11, 2034, unless earlier redeemed or repurchased. Wabtec intends to use the net proceeds from the offering, together with cash on hand and/or borrowings under a new credit agreement expected to be entered into by Wabtec concurrently with the closing of the sale of the Notes (the “2024 Credit Agreement”), to repay all of its outstanding 4.15% Senior Notes due 2024 at maturity (the “2024 Notes”), which is scheduled to occur on March 15, 2024.

The sale of the Notes is expected, subject to customary closing conditions, to close on March 11, 2024. The sale of the Notes is not conditioned upon the entry into or funding of the 2024 Credit Agreement.

Citigroup Global Markets Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and TD Securities (USA) LLC are acting as joint book-running managers for the offering.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The offering is being made under an automatic shelf registration statement on Form S-3 (333-275386) filed with the Securities and Exchange Commission (“SEC”) on November 8, 2023. The offering may be made only by means of a prospectus and related prospectus supplement. Before you invest, you should read the registration statement, including the prospectus, and prospectus supplement, and other documents Wabtec has filed with the SEC for more complete information about Wabtec and this offering. You may get these documents for free by visiting EDGAR on the SEC's website at http://www.sec.gov. Alternatively, to obtain a copy of the prospectus and the prospectus supplement for this offering, please contact Citigroup Global Markets Inc. toll-free at 800-831-9146, J.P. Morgan Securities LLC collect at 212-834-4533, PNC Capital Markets LLC toll-free at 855-881-0697 or TD Securities (USA) LLC toll-free at 855-495-9846.