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Genesee & Wyoming to Be Acquired by Affiliates of Brookfield Infrastructure and GIC

07.01.19

Simpson Thacher is representing Genesee & Wyoming Inc. (NYSE: GWR) in connection with its proposed sale to affiliates of Brookfield Infrastructure and GIC in a transaction valued at approximately $8.4 billion. Under the terms of the agreement, Brookfield and GIC will acquire all of the outstanding shares of Genesee & Wyoming common stock for $112 per share in cash. The transaction is expected to close by year end or early 2020 and is subject to customary closing conditions, including stockholder approval, required regulatory approvals and certain competition and antitrust approvals.

Genesee & Wyoming owns or leases 120 freight railroads organized in eight locally managed operating regions with approximately 8,000 employees serving 3,000 customers. Genesee & Wyoming subsidiaries and joint ventures also provide rail service at more than 40 major ports, rail-ferry service between the U.S. Southeast and Mexico, transload services, contract coal loading, and industrial railcar switching and repair.

The Simpson Thacher team includes Eric Swedenburg, Anthony Vernace, Michael Chao, Beth DiSciullo and Deul Lim (M&A); Bill Sheehan and James Doyle (Banking and Credit); Marisa Stavenas and Ben Heriaud (Capital Markets); Karen Hsu Kelley (PCAP); Jasmine Hay and Sergio Torres (Tax); Brian Robbins, Jamin Koslowe and Jake Phillips (Executive Compensation and Employee Benefits); Lori Lesser, Genevieve Dorment and Melanie Jolson (Intellectual Property); Adeeb Fadil and Noreen Lavan (Environmental); Sara Razi, Ellen Frye, Kelly Karapetyan, Lindsey Bohl and Adrienne Baxley (Antitrust); David Vann and John Osborne (Antitrust – UK); and Mick Tuesley (CFIUS). Summer associates David Goodman and Garrett Perconti provided invaluable assistance.