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Genesee & Wyoming Announces Pricing Of Public Offerings Of Class A Common Stock And Tangible Equity Units

Genesee & Wyoming Inc. (the "Company") (NYSE: GWR) announced today that it priced its previously announced offering of 3,500,000 shares of Class A Common Stock at $64.75 per share, including 233,996 shares of Class A Common Stock being offered by a selling stockholder who is the Chairman of the Company’s Board of Directors, resulting in aggregate gross proceeds to the Company of $211.5 million. The Company also priced its previously announced offering of 2,000,000 of 5.00% tangible equity units, each with a stated amount of $100, resulting in aggregate gross proceeds of $200.0 million. The Company has granted the underwriters of the Class A Common Stock offering a 30-day option to purchase up to an additional 525,000 shares of Class A Common Stock and the underwriters of the tangible equity units offering an option to purchase, within a 13-day period beginning on, and including, the initial issuance date for the tangible equity units, up to an additional 300,000 tangible equity units. The completion of the Class A Common Stock offering is not contingent on the completion of the tangible equity units offering and the completion of the tangible equity units offering is not contingent on the completion of the Class A Common Stock offering. Each offering is expected to close on September 19, 2012, subject to customary closing conditions.

Each tangible equity unit will consist of a prepaid stock purchase contract and an amortizing note. Unless earlier settled or redeemed, each stock purchase contract will automatically settle on October 1, 2015 (subject to postponement in limited circumstances) for between 1.2355 and 1.5444 shares of Class A Common Stock (subject to adjustment as described in the final prospectus supplement relating to the tangible equity units offering). The amortizing notes will pay equal quarterly cash installments of $1.25 per note (except the first such installment, which will be $1.4167 per note), which will constitute a payment of interest and a partial repayment of principal, and which in the aggregate will be equivalent to a 5.00% cash payment per year with respect to each $100 stated amount of each tangible equity unit. The amortizing notes will have a final installment payment date of October 1, 2015 and will be unsecured senior obligations of the Company.

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