GE’s Modification Of Terms On Its Merger With Wabtec

Davis Polk is advising GE on the modification of terms of its merger agreement with Wabtec Corporation. Under the terms of the modified arrangements, GE will complete the spinoff of a portion of GE Transportation to GE shareholders and immediately thereafter merge GE Transportation into a wholly owned subsidiary of Wabtec.

Upon closing, Wabtec shareholders will own approximately 50.8% of Wabtec on a fully diluted basis. GE shareholders will directly own approximately 24.3% of Wabtec on a fully diluted basis and GE will own common stock and non-voting convertible preferred stock which together represent approximately a 24.9% economic interest in Wabtec on a fully diluted basis, up from the 9.9% stake that GE would have owned under the originally announced transaction terms. GE will also receive approximately $2.9 billion in cash at closing, as announced in May. The transaction, which is expected to close by the end of February 2019, is subject to the satisfaction or waiver of customary closing conditions.

GE Transportation is a global technology leader and supplier of equipment, services and digital solutions to the rail, mining, marine, stationary power and drilling industries. Wabtec is a global provider of equipment, systems and value-added services for transit and freight rail.

The Davis Polk corporate team includes partners William L. Taylor (Picture) and Lee Hochbaum and associate Darren M. Schweiger. Partners Neil Barr and William A. Curran and counsel Patrick E. Sigmon are providing tax advice. Partner Jeffrey P. Crandall is providing executive compensation advice. Partners Michael Kaplan and John B. Meade and associate Dan Gibbons are providing capital markets advice.

Involved fees earner: Neil Barr – Davis Polk & Wardwell; Jeffrey Crandall – Davis Polk & Wardwell; William Curran – Davis Polk & Wardwell; Dan Gibbons – Davis Polk & Wardwell; Lee Hochbaum – Davis Polk & Wardwell; Michael Kaplan – Davis Polk & Wardwell; John Meade – Davis Polk & Wardwell; Darren Schweiger – Davis Polk & Wardwell; Patrick Sigmon – Davis Polk & Wardwell; William Taylor – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: GE Transportation;

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Author: Ambrogio Visconti