April 22, 2019

Willkie represented leading railcar designer and manufacturer American Railcar Industries, Inc. in the sale of its manufacturing business to leading rail products supplier Greenbrier Companies, Inc.

On April 18, ITE Management L.P. announced that its wholly owned subsidiary, American Railcar Industries, Inc., represented by Willkie, has entered into a definitive agreement for the sale of the manufacturing business assets of ARI to the Greenbrier Companies, Inc. The transaction contemplates the sale of certain assets and assumed liabilities of ARI’s manufacturing business for $430 million (subject to balance sheet adjustments) consisting of cash and convertible debt.

In October 2018, Willkie represented ITE in its $1.75 billion acquisition of American Railcar Industries from Icahn Enterprises. ITE Rail Fund L.P. completed the acquisition and take-private of ARI on December 5, 2018, and will continue to own the maintenance and servicing, and leasing businesses, along with the more than 14,000 railcars associated with the leasing business, which is part of its portfolio of over 30,000 railcars.

It is expected that through the sale of ARI’s manufacturing business, ITE and Greenbrier will continue to grow their respective businesses to create a better long-term leasing and operating platform to provide best-in-class railcars and services to North America’s industrial companies.

ITE Management, an affiliate of ITE Rail Fund L.P., is an investment firm targeting industrial and transportation assets and companies, and related industries and services. ITE Management’s investment strategies focus on broad macro-economic themes. Based in Lake Oswego, Oregon, the Greenbrier Companies is a leading international supplier of equipment and services to the freight rail transportation markets.

The Willkie deal team on the current transaction was led by partners William Gump and Bradley Friedman and included partners Eugene Chang and Wesley Powell and associate Justin Sommerkamp.