Wabtec Announces Pricing of €500 Million Senior Notes Offering

PITTSBURGH–(BUSINESS WIRE)–Wabtec Corporation (NYSE:WAB) (“Wabtec”) and Wabtec Transportation Netherlands B.V. (the “Issuer”), a wholly owned subsidiary of Wabtec, have announced the pricing of the Issuer’s public offering of €500 million aggregate principal amount of 1.250% Senior Notes due 2027 (the “Notes”). The Notes will be fully and unconditionally guaranteed by Wabtec.

The Notes will bear interest at a rate of 1.250% per year. The Issuer will pay interest on the Notes annually on December 3 of each year, commencing on December 3, 2021. The Notes will mature on December 3, 2027, unless earlier redeemed or repurchased. The Notes and the Wabtec guarantee will be the senior unsecured obligations of the Issuer and Wabtec, respectively. The Issuer and Wabtec intend to use the net proceeds from the offering to finance and/or refinance one or more Eligible Green Projects pursuant to Wabtec’s Green Finance Framework. The sale of the Notes is expected, subject to customary closing conditions, to close on June 3, 2021.

Application has been made for the notes to be admitted to the Official List of the Irish Stock Exchange plc, trading as Euronext Dublin (“Euronext Dublin”) and traded on the Global Exchange Market (“GEM”) of Euronext Dublin.

BNP Paribas, Goldman Sachs & Co. LLC, and HSBC Continental Europe are acting as representatives of the several underwriters and joint book-running managers, and BofA Securities Europe SA, Citigroup Global Markets Europe AG, Crédit Agricole Corporate and Investment Bank, J.P. Morgan AG, and Société Générale are acting as joint book-running managers for the offering. BNP Paribas is also acting as Green Structuring Agent for the offering.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The offering is being made under an automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) on May 19, 2021. The offering may be made only by means of a prospectus and related prospectus supplement. Before you invest, you should read the registration statement, including the prospectus, and prospectus supplement, and other documents Wabtec and the Issuer have filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at http://www.sec.gov. Alternatively, to obtain a copy of the prospectus and the prospectus supplement for this offering, please contact BNP Paribas, 16, boulevard des Italiens, 75009 Paris, France, Attn: Fixed Income Syndicate, or by telephone (toll-free) at 1-800-854-5674; Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, Attn: Registration Department, by telephone at 1-866-471-2526, or by email at prospectus-ny@ny.email.gs.com; and HSBC Continental Europe, 38, avenue Kléber, 75116 Paris, France, Attn: DAJ Global Banking, by telephone at 1-866-811-8049, or by email at transaction.management@hsbcib.com.

This document is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons“). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

Relevant stabilization regulations including FCA/ICMA apply. MiFID II / UK MiFIR product governance / Professional investors and ECPs only target market. Manufacturer target market (MiFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retain in the EEA or in the UK.

About Wabtec Corporation

Wabtec Corporation is a leading global provider of equipment, systems, digital solutions and value-added services for freight and transit rail. Drawing on nearly four centuries of collective experience across Wabtec, GE Transportation and Faiveley Transport, the company has unmatched digital expertise, technological innovation, and world-class manufacturing and services, enabling the digital-rail-and-transit ecosystems. Wabtec is focused on performance that drives progress, creating transportation solutions that move and improve the world. The freight portfolio features a comprehensive line of locomotives, software applications and a broad selection of mission-critical controls systems, including Positive Train Control (PTC). The transit portfolio provides highly engineered systems and services to virtually every major rail transit system around the world, supplying an integrated series of components for buses and all train-related market segments that deliver safety, efficiency and passenger comfort. Along with its industry-leading portfolio of products and solutions for the rail and transit industries, Wabtec is a leader in mining, marine and industrial solutions. Wabtec has approximately 27,000 employees in facilities throughout the world. Visit: www.WabtecCorp.com.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This communication contains “forward-looking” statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. All statements, other than historical facts are forward-looking statements, including statements regarding the use of proceeds of the offering. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target” or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Any forward-looking statements speak only as of the date of this communication. Wabtec undertakes no obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.