GE will receive a $2.9 billion up-front cash payment, and GE and its shareholders will receive a 50.1% ownership interest in the combined company. For the fiscal year ending December 31, 2017, Wabtec generated approximately TRANSACTION DETAILS As of this writing, there have been no discussion of index changes related to this transaction. I end up with 27 million+ shares of Wabtec which obviously isn't correct! Upon completion of the merger, GE shareholders are expected to collectively own approximately 24.3% of the outstanding shares of Wabtec common stock, and current Wabtec shareholders are expected . Due to low participation, GE ended the Stock Redemption program on November 10, 2016 for GE Stock Direct Investors. The exchange ratio for the combined Spin-off/merger transaction is 0.005371, meaning participating GE shareholders will receive 0.005371 shares of Wabtec common stock for each outstanding share of GE common stock held. The strategic combination of complementary portfolios is expected to: Create a leading equipment, aftermarket services and digital solutions provider across the transportation sector: The company can accelerate lifecycle solutions for the transportation industry and unlock significant productivity for customers by improving interoperability, efficiency and competitiveness. These documents can be obtained free of charge from the sources indicated above. Please refer to page two of the Legal Transfer Form for additional document requirements based on your stock transferring situation. Thank you. All comments, concerns and complaints can be addressed via phone or e-mail to: To view GE Form 8937 attachment, click here, GE HealthCare Distribution Ratio Frequently Asked Questions, https://www.ge.com/news/press-releases/ge-announces-board-of-directors-for-future-independent-ge-healthcare-confirms-target. It is suggested that the shipment be insured for 2% of the current value of the shares. I have read everything here and see that $73.96 per share is used to record the buying of the Wabtec shares and that is the closing price on Feb 26, 2019. A registered shareholder is the owner of record on the books of the corporation, generally kept by the transfer agent. Our technology, global network, and exceptional team is fueled by a missionbuilding a world that works. Following the completion of the transaction, Wabtecs corporate headquarters will remain in Wilmerding, Pa. Wabtecs Freight Segment will be headquartered in Chicago, and Wabtecs Transit Segment headquarters will remain in Paris. Our energy expertise spans from renewable wind energy to emission-reducing natural gas, as well as physical and digital solutions to modernize the grid connecting it all. GE Transportation has a backlog of roughly $18 billion, including approximately 1,800 new locomotives and roughly 1,000 locomotive modernized units. You're right, I reversed the figures and corrected my original post. Patrick, I am not a tax expert and you should certainly ask one. Transforming how industry solves its toughest challenges by bringing simplicity, speed and scale to digital transformation. Wabtec shareholders own approximately 50.8% of Wabtec on a fully diluted basis and GE shareholders own approximately 24.3% of Wabtec on a fully diluted basis. Receives 9.9% of shares in new Wabtec and $2.9 billion in cash. Current Value % Return 33.32%. The combination will make Wabtec a Fortune 500, global transportation leader in rail equipment, software and services, with operations in more than 50 countries. The company unveiled the Tier 4 locomotive a few years ago. We are seeing growth in rail traffic and recent promising orders for new and modernized locomotives from North American Class I, Shortlines and international railroads, and are confident in the compelling long-term opportunities and synergies before us.. About Wabtec Corporation GE received approximately $2.9 billion in cash as well as shares of Wabtec common stock and Wabtec nonvoting convertible preferred stock that together represent an approximately 24.9 percent ownership interest in Wabtec. To listen via webcast, go to the existing Wabtec website at www.wabtec.com and click on Webcasts in the Investor Relations section. Making the world smarter, happier, and richer. If not, it would represent a missed opportunity to possibly bring in some more much-needed cash. Accomplished leaders building GEs legacy. Both businesses are expected to benefit from the cyclical tailwinds they are experiencing as industry conditions improve. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the stockholders of Wabtec may not be obtained; (2) the risk that the proposed transaction may not be completed on the terms or in the time frame expected by GE or Wabtec, or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; (5) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of GE, Wabtec and SpinCo; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in achieving revenue and cost synergies of the combined company; (8) inability to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the proposed transaction; (10) the risk that stockholder litigation in connection with the proposed transaction or other settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general economic and/or industry specific conditions; (13) actions by third parties, including government agencies; and (14) other risk factors as detailed from time to time in GEs and Wabtecs reports filed with the SEC, including GEs and Wabtecs annual report on Form 10-K, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC. Divide the Cash in Lieu by the fractional number of shares received as determined in step 1. $78.06, establishes the shareowners cost basis in Wabtec shares going forward. The Company is committed to maintaining a strong investment grade credit rating profile and will use its strong cash flow to prioritize debt reduction. lucrative business of locomotive upgrades. GE has the right to increase the portion of the merged company owned by GE shareholders (subject to a corresponding reduction in GE's ownership). Upon the Merger, the obligations of GECC under its then outstanding debt obligations were assumed by GE (the "GE Debt Assumption"). 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. This merger establishes Wabtec as a Fortune 500, global transportation and logistics leader by combining Wabtecs broad range of freight, transit and electronics products with GE Transportations best-in-class equipment, services and digital solutions in the locomotive, mining, marine, stationary power and drilling industries. To view documents for private transactions, please log into the password-protected Website, Issuers Determination and Communication of traded on an established securities market Status and Issue Price of Newly Issued Debt, Notice to Holders of certain medium-term notes issued by Subsidiaries of the General Electric Company. https://www.sec.gov/Archives/edgar/data/943452/000114036119001550/s002443x10_s4a.htm, https://www.quicken.com/support/how-do-i-record-corporate-spin-new-securities, https://www.sec.gov/Archives/edgar/data/40545/000119312518172907/d591170d8k.htm, https://globenewswire.com/news-release/2019/01/25/1705540/0/en/Wabtec-and-GE-Modify-Terms-of-Transaction-Expect-to-Close-By-End-of-February-2019.html, Div from GE @ $0.397239/GE share (0.005371 * 73.96), Buy (0.005371 * GE Share Quantity) shares of Wabtec for that whole dividend amount. If you own stock through a broker, sign up at Broadridge. GE plans to sell . In some cases additional documents will be required to complete the transfer. I'm looking for someone to tell me how! The company also builds new switchers locomotives used to move cars around in railyards and commuter locomotives. There was no explanation as to why this was done. For example: Mary Smith Cust Don Smith NY Unif Trans Min Act. Wabtec has obtained full commitments for a $2.9 billion bridge facility and expects to put in place permanent debt financing prior to closing. Box 1342Brentwood, NY 11717. Microsoft is retiring and will no longer support Internet Explorer. We will keep you updated if there is a change. As we previously reported, GE Transportation has a long history of innovation, stretching from the first electric locomotives to the first freight locomotive that meets the U.S. governments strictTier 4 emission standards. This communication is not a solicitation of a proxy from any investor or security holder. Multiply your number of GE shares on 2/25/19 by 0.005371. Wabtec Corporation is a leading global provider of equipment, systems and value-added services for transit and freight rail. 2023 Wabtec Corporation. Wabtec manufactures products for locomotives, freight cars and passenger transit vehicles, and builds new locomotives up to 6,000 horsepower (4 MW). As per the terms of the transaction, GE distributed all 8.7 billion shares of common stock of Transportation Systems Holdings Inc. with respect to the shares of GE common stock outstanding as of the close of business on February 14, 2019 by means of a pro rata distribution, to complete the merger. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) unexpected costs, charges or expenses resulting from the transaction; (2) uncertainty of the expected financial performance of the combined company following completion of the transaction; (3) failure to realize the anticipated benefits of the transaction, including as a result of integrating GE Transportation into Wabtec; (4) the ability of the combined company to implement its business strategy; (5) difficulties and delays in achieving revenue and cost synergies of the combined company; (6) inability to retain and hire key personnel; (7) the risk that shareholder litigation in connection with the transaction or other settlements or investigations may result in significant costs of defense, indemnification and liability; (8) evolving legal, regulatory and tax regimes; (9) changes in general economic and/or industry specific conditions, including the impacts of tax and tariff programs, industry consolidation, and changes in the financial condition or operating strategies of our customers; (10) changes in the expected timing of projects; (11) a decrease in freight or passenger rail traffic; (12) an increase in manufacturing costs; (13) actions by third parties, including government agencies; and (14) other risk factors as detailed from time to time in Wabtecs reports filed with the SEC, including Wabtecs annual report on Form 10-K, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC. As a small GE stock owner (roughly 100 shares), I assume I will get cash in my brokerage account. Explore the latest stories, news, downloads, and press tools. Wabtec brings to market a robust installed base of more than 23,000 locomotives globally, an expanded global reach, a strong mix of products and services, as well as enhanced capabilities to drive innovation faster in key growth areas. The respective NYSE tickers will be GE WI and WAB WI. Thanks for the information. That means a shareholder with 10,000 GE shares will walk away with only 54 shares of WAB along with a little cash. Overview of General Electric Capital Corporation merger with and into GE. Voices is a network for GEs US supporters interested in the companys impact in their communities and in issues that impact the company. Please use another web browser to access this website. Note that sales are subject to a fee of $10 per transaction plus $0.15 per share sold. Information regarding the directors and executive officers of GE is contained in GEs proxy statement for its 2018 annual meeting of stockholders, filed with the SEC on March 23, 2018, its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 23, 2018, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, which was filed with the SEC on May 1, 2018 and certain of its Current Reports filed on Form 8-K. Information regarding the directors and executive officers of Wabtec is contained in Wabtecs proxy statement for its 2018 annual meeting of stockholders, filed with the SEC on April 5, 2018, its Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 26, 2018, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 which was filed with the SEC on May 4, 2018 and certain of its Current Reports filed on Form 8-K. Raymond T. Betler, Wabtecs president and CEO, said: We are very excited to complete the merger of our two companies. This information does not constitute tax advice. Our two companies have more than 250 years of rail industry heritage, and our shared focus on safety, reliability, quality, and customer relationships will enable a smooth integration., Santana said: The combination of our two strong brands and remarkable people is an excellent fit that will create an organization well-positioned to accelerate the future of transportation. Tim WesleyTwesley [at] Wabtec [dot] comclass="spamspan" Wabtec expects to benefit from the cyclical tailwinds the industry saw in 2018, including volume growth of 38 million carloads and intermodal units. You can also listen to the webcast by going to Wabtecs new website at www.WabtecCorp.com and clicking on Events & Presentations in the Investor Relations section. Hope this helps. Readers are cautioned not to place undue reliance on any of these forward-looking statements. The deal was agreed upon in May 2018. The influx of $2.9 billion in cash from Wabtec won't impress the bears much. General Electric Is Getting Ready to Fire On all Cylinders, Why General Electric Stock Aced an 8% Gain Thursday, U.S. Money Supply Is Doing Something It Hasn't Done in 90 Years, and It May Signal a Big Move for Stocks, Why I Refuse to Chase the Maximum Social Security Benefit, Social Security Cuts May Be Coming. In the transaction, GE received about $2.9 billion in cash as well as shares of Wabtec common stock and Wabtec non-voting convertible preferred stock that, together, represent an approximately 24.9% ownership interest in Wabtec. You may obtain a surety bond from our independent insurance provider, The Chubb Corporation. The broker will then have the shares transferred from Broadridge to your brokerage account. How should shares for transfer be mailed to Broadridge? Box 64854 Offering a suite of products to help unlock the full potential of additive manufacturing. We're focused on driving ongoing safety, innovation, efficiency, reliability, and productivity. Wells Fargo Shareowner Services (Shareowner Services), a division of Wells Fargo Bank N.A., has served as the transfer agent & registrar for GE. Also, an audio replay of the call will be available by calling 412-317-0088 (passcode: 466#). 86% of retail CFD accounts lose money, Registration on or use of this site constitutes acceptance of our. Example: Mary Smith & Barbara Smith Ten Com. If you do not have this information, you should call our Lost Securities Department at the 800 number on this site. You can also access the link by going to www.wabtec.com and clicking on the Webcasts tab in the Investor section. In short, GE needs cash, and many investors may have preferred a deal with a higher cash component rather than the one outlined above. GE Transportation Spinoff And Merger With Wabtec Set, GE Shareholders Wont See Much In Their Portfolios, set to close the restructured merger agreement for its transportation business, After Failed Sale, Arconic Plans Spinoff, But Not Quite Sure Of What It Will Spin Off. According to the earlier terms, General Electric's shareholders were to get 40.2% with 9.9% going to GE. Make the selection by filling out the form on your account statement and returning it to Broadridge. The transaction is expected to be tax free to the companies' respective shareholders. Strategic Combination Will Drive Shareholder Value Creation by Accelerating Innovation in Transportation and Logistics. Access GEs recent and historic Annual Reports and accompanying materials. Some plans do require that investors own a minimum number of shares prior to participating in a plan. Confirm that Broadridge is the transfer agent - our namewill usually appear on your account statement. (RTTNews) - General Electric Co. (GE) on Monday announced the completion of the spin-off and subsequent merger of its transportation business with Wabtec Corp. Voices is a network for GEs US supporters interested in the companys impact in their communities and in issues that impact the company. Wabtec and GE shareholders will have ownership in a combined company with significantly expanded margins, a highly attractive growth profile based on an improved business mix, expanded global reach, and faster innovation in key growth areas. If you keep your stock with your broker in a broker account, you are a "street name" holder and are not directly registered on the company's records as maintained by the transfer agent. A notary stamp is not acceptable when transferring the ownership of stock. Readers are cautioned not to place undue reliance on any of these 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, including statements regarding the proposed transaction between GE and Wabtec. A custodial registration for a minor is a common form of this registration type. The letter from GE HR to retirees in the RSP was not clear at all. For the fiscal year ending December 31, 2017, GE Transportation generated approximately $3.9 billion in revenue and $701 million in adjusted EBIT (approximately 18% margin). Accomplished leaders building GEs legacy. GE will designate for nomination three independent Board members. Disclosure: Author holds no position in any stock mentioned. Just as promised on its first-quarter earnings call,General Electric Company (GE 0.93%)has announced a deal to exit its transportation business as part of a wider plan to unload $20 billion worth of assets. This transaction is good for GE shareholders, who gain equity in an organization at the forefront of rail innovation; for GE, as we work to reduce leverage and strengthen our balance sheet; and for Wabtec, which now has a stronger and more diversified business mix to serve its customers, said GE Chairman and CEO H. Lawrence Culp Jr. The GE and Wabtec teams worked hard to complete this deal, and I am excited by the opportunities ahead for Wabtec., Raymond T. Betler, Wabtecs president and CEO, said the deal was a once-in-a-lifetime opportunity to bring together nearly four centuries of collective experience to create a technologically advanced leader with a highly complementary set of capabilities to move and improve the world.. Under the agreement, which has been approved by the Boards of Directors of Wabtec and GE, GE will receive $2.9 billion in cash at closing and GE and its shareholders will receive a 50.1% ownership interest in the combined company, with Wabtec shareholders retaining 49.9% of the combined company. I am totally confused. Following the completion of the transaction, Stphane Rambaud-Measson will become president and CEO of Wabtecs Transit Segment; and Rafael Santana, president and CEO of GE Transportation, will become president and CEO of Wabtecs Freight Segment. basis of Wabtec shares going forward. WILMERDING, PA, (Feb. 25, 2019) Wabtec Corporation (NYSE: WAB) announced today it has completed its merger with GE Transportation, a former business unit of GE (NYSE: GE). Wabtec Media Contact Following the transaction, Wabtec will have approximately $8 billion in revenues, a more diversified business mix, higher margins, and approximately 15 percent cash EPS accretion in year one. Phone: 412-825-1000 Upon completion of the merger, GE shareholders are expected to collectively own approximately 24.3% of the outstanding shares of Wabtec common stock, and current Wabtec shareholders are expected to collectively own approximately 50.8%. Include any additional instructions indicating how you wish the shares to be transferred. Wabtec is a leading supplier of critical components, locomotives, services, signaling and logistics systems and services to the global rail industry. Your broker will ask for some basic information about your account, including: Your account number (obtain from your statement or online account), The number of shares you wish to transfer, Whether you hold your shares in DRS (book-entry) or certificate form. That's the number of WABTEC shares you received. Together, we can expand our global reach, strengthen our market capabilities and lead digital innovation across the transportation industry. How can I obtain a copy of my 1099?You may download and print a copy of a Broadridge issued 1099 by accessing your online account at investor.broadridge.com. If you have lost your share certificates, we can help replace them, by following these steps: Broadridge Corporate Issuer SolutionsP.O. GE received approximately $2.9 billion in cash as well as shares of Wabtec common stock and Wabtec nonvoting convertible preferred stock that together represent an approximately 24.9 percent ownership interest in Wabtec. Sell any fractional share for whatever cash-in-lieu amount received. 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. Access important shareholder information. You should receive your 1099 by mid-February. Based on the number of shares of GE and Wabtec common stock outstanding on Dec. 31, GE shareholders are also expected to get about 0.005403 of a share of Wabtec common stock for each share of GE . Drive increased value for shareholders: Investors are expected to benefit from ownership of a stronger, more diverse business better positioned to perform through the cycle, with expanded margins, expected average double-digit EPS growth and synergies of about $250 million. It is headquartered in Pittsburgh, Pennsylvania. New and overhauled GE locomotives come laden with sensors monitoring between 50 and 250 parameters, including vibrations, engine temperature, voltage and pressure. Stay up to date with the latest resources for the planned spin-offs. On December 2, 2015, as part of the GE Debt Assumption and as a result of the Merger, GE succeeded to GECC and assumed the obligations of GECC under all of GECC's outstanding indebtedness and other financial obligations, including: Commercial paper is short-term unsecured senior debt issued in the open market by both financial and nonfinancial companies with strong credit ratings. Notification via fax to: (215) 553-5402; attention Lost Securities Dept. Dividend Reinvest Plans (DRIP) and Direct Stock Purchase Plans (DSPP) are plans provided on behalf of corporations to simplify investment activity. A replay will also be available at the same link after the event. Rafael Santana, who served as president and CEO of GE Transportation and is now president and CEO of Wabtecs Freight segment, said: Our shared focus on innovation, collaboration and continuous improvement will enable us to unlock new value for our shareholders, customers, employees and the industry. 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. GE Transportation helps move the world and improve the world, as a global technology leader and supplier of equipment, services and digital solutions to the rail, mining, marine, stationary power and drilling industries. Press ESC to cancel. Phone: 412-825-1000 2023 Broadridge Financial Solutions, Inc. It also provides aftermarket services. Wabtec Corporation. Both companies are expected to benefit from the cyclical tailwinds they are experiencing as industry conditions improve. Ive had a series of email exchanges with the corporate actions team at Ameritrade. Capitalize on digital/electronic technologies to develop autonomous capabilities:Bringing together GE Transportations digital solutions with Wabtecs electronic systems is expected to drive the advancement and implementation of technology solutions to improve safety, efficiency and productivity for the transportation industry. When adjusted for the net tax step-up value of $1.1 billion accruing to the combined company, the transaction value is $10 billion. 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. CAUTION CONCERNING FORWARD-LOOKING STATEMENTS. A culture of integrity, compliance, safety, and respect for human rights, while reducing our environmental footprint. In other words, in future years, earnings should rebound strongly -- and, all things being equal, the EV/EBITDA multiple will decline. However Schwab has used Feb 25, 2019 of $76.96 (actually $76.955) calculated with the High of $80.46 + Low of $73.45 = $153.91 and divide by 2 which = $76.955 I have not spoken yet to Schwab nor to my Investment advisor.
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