ITEM 1.01 Entry Into A Material Definitive Agreement
GATX Corporation ("GATX") entered into an Underwriting Agreement (the
"Underwriting Agreement") with Citigroup Global Markets Inc. and Banc of America
Securities LLC, as representatives of the several underwriters listed therein
(collectively, the "Underwriters"), dated September 21, 2009, pursuant to which
GATX agreed to sell and the Underwriters agreed to purchase, subject to and upon
terms and conditions set forth therein, $300 million in aggregate principal
amount of 4.750% Senior Notes due 2012 (the "Notes"), as described in the
prospectus supplement dated September 21, 2009 filed pursuant to GATX's shelf
registration statement on Form S-3, Registration No. 333-145521 (the
"Registration Statement").
The Notes will be issued under the Indenture dated as of February 6, 2008
between GATX and U.S. Bank National Association as trustee, and an officers'
certificate providing for the issuance of the Notes. The Underwriters are
expected to deliver the Notes against payment on September 24, 2009.
A copy of the underwriting agreement and other documents relating to this
transaction are attached as exhibits to this Current Report on Form 8-K and are
incorporated herein by reference.
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
See Item 1.01
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
1.1 Underwriting Agreement, dated September 21, 2009, between GATX, Citigroup
Global Markets Inc. and Banc of America Securities LLC, as representatives
of the several underwriters named therein.
5.1 Opinion of Mayer Brown LLP as to the validity of the securities being
offered.
23.1 Consent of Mayer Brown LLP (contained in Exhibit 5.1 hereto).
