Westinghouse Air Brake Technologies Corporation’s $1.5 Billion Secondary Offering

Davis Polk advised General Electric Company in connection with the SEC-registered secondary offering of 20,485,156 shares of common stock of Westinghouse Air Brake Technologies Corporation (“Wabtec”).

Westinghouse Air Brake Technologies Corporation offering included 3,515,464 shares of common stock issuable upon the conversion of approximately 1,219.9922 shares of Series A non-voting convertible preferred stock sold to the underwriters by GE. GE received the shares in connection with the merger of Wabtec and GE Transportation, which closed on February 25, 2019. Wabtec’s common stock is listed on the New York Stock Exchange under the symbol “WAB.”

Wabtec is one of the world’s largest providers of value-added, technology-based equipment, systems and services for the global passenger transit and freight rail industries. GE is a leading global high-tech industrial company, with products and services ranging from aircraft engines, power generation and oil and gas production equipment to medical imaging, financing and industrial products.

Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and BNP Paribas Securities Corp. acted as underwriters on the deal. Shearman & Sterling advised the underwriters on the deal. Jones Day represented Westinghouse Air Brake Technologies Corporation.

The Davis Polk capital markets team included partner John B. Meade (Picture) and associates Dan Gibbons and Johnathan M. Nixon. The tax team included Managing Partner Neil Barr and partners William A. Curran and Patrick E. Sigmon.

Involved fees earner: Neil Barr – Davis Polk & Wardwell; William Curran – Davis Polk & Wardwell; Dan Gibbons – Davis Polk & Wardwell; John Meade – Davis Polk & Wardwell; Johnathan Nixon – Davis Polk & Wardwell; Patrick Sigmon – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: General Electric (GE);