Genesee & Wyoming Announces Proposed Public Offering Of Class A Common Stock And Tangible Equity Units

Genesee & Wyoming Inc. (the “Company”) (NYSE: GWR) announced today the commencement of registered underwritten public offerings of the Company’s Class A Common Stock and tangible equity units. The proposed offerings consist of 3,500,000 shares of Class A Common Stock, 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, and 2,000,000 tangible equity units, each with a stated amount of $100. In addition, the Company intends to grant 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 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 for shares of Class A Common Stock (subject to postponement in limited circumstances). The amortizing notes will pay equal quarterly installments that will constitute a payment of interest and a partial repayment of principal. The amortizing notes will have a final installment payment date of October 1, 2015 and will be unsecured senior obligations of the Company.

The Company intends to use the net proceeds of the offerings to partially fund the acquisition of RailAmerica, Inc. (“RailAmerica”). If the acquisition of RailAmerica is not completed, the Company intends to use the net proceeds from these offerings for general corporate purposes, including strategic investments and acquisitions. If the tangible equity units offering is completed but the acquisition of RailAmerica is not consummated, the Company may redeem all, but not less than all, of the outstanding purchase contracts by issuing a redemption notice during the five business day period following April 30, 2013. The Company will pay a redemption price at that time in cash or in shares of Class A Common Stock in accordance with the terms of the purchase contracts. If the Company elects to redeem the purchase contracts, it may be required by the holders thereof to repurchase the amortizing notes at the repurchase price set forth in the amortizing notes.

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