GATX CORP — Capital/Financing Update 2022

Aug 8, 2022

FWP 1 d381864dfwp.htm FWP FWP

Pursuant to Rule 433

Registration No. 333-264721

August 8, 2022

GATX Corporation

PRICING TERM SHEET

August 8, 2022

Issuer:	GATX Corporation
Pricing Date:	August 8, 2022
Expected Settlement Date:	August 10, 2022 (T+2)
Expected Ratings*:	Moody’s: Baa2 (Stable) / S&P: BBB (Stable)
Security:	4.900% Senior Notes due 2033
Size:	$400,000,000
Maturity Date:	March 15, 2033
Coupon:	4.900%
Interest Payment Dates:	March 15 and September 15, commencing March 15, 2023
Benchmark Treasury:	UST 2.875% due May 15, 2032
Benchmark Treasury Price and Yield:	100-29+/2.766%
Spread to Benchmark Treasury:	+225 basis points
Re-Offer Yield:	5.016%
Price to Investors:	99.049%
Redemption:	At any time prior to December 15, 2032 (three months prior to the Maturity Date) (the “Par Call Date”), at a redemption price
equal to the greater of (a) 100% of the principal amount of the Notes and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the New Notes that would be due if the New Notes matured on the Par
Call Date (exclusive of interest accrued to the redemption date), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined in the preliminary prospectus supplement), plus 35 basis points, plus accrued interest to but excluding the redemption date. At any time on or after the Par Call Date, we may redeem the Notes at a redemption price
equal to 100% of the principal amount of Notes being redeemed.
CUSIP/ISIN:	361448 BK8 / US361448BK84
Joint Book-Running Managers:	BofA Securities, Inc. Citigroup Global Markets
Inc. Morgan Stanley & Co. LLC

Pursuant to Rule 433

Registration No. 333-264721

August 8, 2022

| Senior Co-Managers: | KeyBanc Capital Markets Inc. PNC Capital
Markets LLC U.S. Bancorp Investments, Inc. |
| --- | --- |
| Co-Managers: | BMO Capital Markets Corp. Fifth Third
Securities, Inc. Huntington Securities, Inc. Loop Capital
Markets LLC Siebert Williams Shank & Co., LLC Mitsubishi UFJ Securities (USA), Inc. |

• Note: A securities rating is not a recommendation to buy, sell or hold securities any may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus and a prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has 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 Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or Morgan Stanley & Co. LLC at 1-866-718-1649.