March 25, 2015: Genesee & Wyoming Inc. Completes Acquisition of Freightliner Group Limited

DARIEN, Conn.–(BUSINESS WIRE)–Mar. 25, 2015– Genesee & Wyoming Inc. (G&W) (NYSE:GWR) announced that it has completed the acquisition of approximately 94% of Freightliner Group Limited (Freightliner) for approximately £492 million (approximately US$733 million at current exchange rates), plus the assumption of approximately £19 million (approximately US$29 million at current exchange rates) of net debt and capitalized leases. Members of the existing Freightliner management team will retain an approximate 6% economic interest in Freightliner, with G&W to have 100% by mid-2020.

In connection with the Freightliner acquisition, G&W also entered into a new five-year senior secured credit facility comprised of a $2.175 billion term loan and a$625 million revolving credit facility. G&W expects to have approximately $475 million of revolver capacity after the Freightliner closing.

The acquisition and related financing will result in one-time expenses in the first quarter of 2015 totalling approximately US$29 million comprised of:

(1) Approximately $15 million of foreign exchange loss resulting from the difference between the actual U.S. dollar cost of the pound sterling acquisition (US$748 million), which included forward purchases of pound sterling at a weighted average exchange rate of 1.52 USD/GBP, and the U.S. dollar acquisition price of approximately $733 million; and

(2) Approximately US$14 million of advisory fees, legal fees and transfer taxes associated with the Freightliner acquisition and related financing.