Greenbrier Seats Liberation Founder Pearlman As 11th Director Under Atlas Cooperation Deal
The railcar maker's agreement with Atlas Holdings ties his resignation to any Atlas proposal to buy a majority of the company.
Greenbrier, which designs and builds freight railcars, agreed with Atlas Holdings to add Emanuel Pearlman, founder of Liberation Investment Group, as an 11th director, the company said Monday in an 8-K and press release. His letter of resignation is triggered if Atlas publicly floats a bid for control.
A seat with a built-in exit
Under a cooperation agreement dated October 24, the board grows from ten to eleven directors. Pearlman joins Class III, whose term expires at the 2027 annual meeting, and sits on the Audit Committee, effective Tuesday.
At signing, Pearlman delivered an irrevocable resignation letter covering the board and all its committees. It takes effect immediately, subject to board acceptance, if Atlas or an affiliate publicly announces or discloses any proposal or offer to acquire all or a majority of Greenbrier's voting securities, or all or substantially all of its assets.
If he leaves for any reason, Greenbrier and Atlas will work together to find a mutually acceptable replacement who meets certain director criteria.
The agreement also carries voting commitments and limited sharing of non-public information, under confidentiality and trading restrictions.
Standstill and the off-ramp
Atlas signed a confidentiality agreement with Greenbrier that includes customary standstill commitments. The cooperation deal runs until those restrictions expire.
Greenbrier can end it earlier on written notice if Atlas publicly discloses a proposal or offer of the kind above. It can also end it if Atlas materially breaches the confidentiality agreement and, where the breach can be cured, fails to do so within ten business days of written notice.
Who Pearlman is
Pearlman chairs and runs Liberation Investment Group, an investment management and consulting firm that advises on capital structure, IPOs, acquisitions, mergers and restructurings. The company says he has more than 35 years of experience across investment management, executive finance, operations and advisory work. He has served on audit, compensation, finance and nominating and governance committees, and sits on the board of MidCap Financial Investment Corporation, a publicly traded business development company.
Board Chair Admiral Thomas B. Fargo said Pearlman's experience in investment management and capital markets brings "valuable perspective to the Board."
The business he is joining
Greenbrier builds and markets freight railcars in North America, Europe and Brazil, and offers wheel services, parts and maintenance. It owns a lease fleet of about 20,900 railcars, according to its release.
Greenbrier will nominate Pearlman at the 2027 annual meeting for a term ending at the 2030 annual meeting, and will recommend that shareholders vote for him.
Pearlman's seat takes effect Tuesday, and shareholders vote on his election at the 2027 annual meeting.
Sources
- 8-K Filing — GREENBRIER COMPANIES INC (GBX) — SEC EDGAR
- Exhibit gbx-ex99_1.htm — GREENBRIER COMPANIES INC 8-K exhibit — SEC EDGAR
More on Greenbrier Companies
- Greenbrier Stops Guiding To Its Own Railcar Deliveries, Points To A 26,000-28,000 Industry Forecast
- Greenbrier CEO Fights Tank Car Duty Petitions On Her Final Earnings Call As Comstock Promises 'Newfound Urgency'
- Greenbrier Books No Loss For Coupler-Duty Ruling It Lost, Pegging Possible Exposure At Up To $110 Million
