UNITED STATES

SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

~~____________________~~Washington, D.C. 20549

FORM 8-K

________________________

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): ~~October~~December 2430, 2019

____________________

Genesee & Wyoming Inc.

(Exact name of registrant as specified in its charter)

____________________

Delaware

001-31456

06-0984624

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Delaware	001-31456	06-0984624
20 West Avenue Darien, Connecticut		06820
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(Address of principal executive offices)		(Zip Code)

20Registrant’s ~~West~~telephone ~~Avenue~~number, ~~Darien,~~including ~~Connecticut~~area ~~06820~~code (203) 202-8900

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 202-8900

Not Applicable

(Former name or former address, if changed since last report.)

~~____________________~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of ~~Each~~each ~~Class~~class Trading Symbol(s) Name of ~~Each~~each ~~Exchange~~exchange on ~~Which~~which ~~Registered~~registered Class A Common Stock GWR New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~ITEM~~Introductory ~~2.02 Results of Operations and Financial Condition.~~Note

OnAs ~~October~~previously 24disclosed, on July 1, 2019, Genesee & Wyoming Inc. (“G&W”) ~~released~~entered ~~certain~~into ~~preliminary~~an ~~unaudited~~Agreement ~~financial~~and ~~results~~Plan ~~for~~of Merger (the ~~quarter~~“Merger ~~ended~~Agreement”) ~~September~~with 30DJP XX, ~~2019~~LLC, ~~(the~~a ~~“Preliminary~~Delaware ~~Financial~~limited ~~Results~~liability company (“Parent”)., ~~The~~and ~~Preliminary~~MKM ~~Financial~~XXII ~~Results~~Corp., ~~presented~~a ~~below~~Delaware ~~are~~corporation ~~based~~and ~~upon~~a ~~information~~wholly ~~available~~owned tosubsidiary ~~G&W as~~ of ~~the~~Parent ~~date~~(“Merger ofSub”), ~~this~~pursuant ~~Current~~to ~~Report~~which, on ~~Form~~December 30, ~~8-K~~2019 ~~and~~(the ~~are~~“Closing ~~not~~Date”), aMerger ~~comprehensive~~Sub ~~statement~~merged ofwith and into G&W’s ~~financial~~(the ~~results~~“Merger”). ~~The~~As ~~Preliminary~~a ~~Financial~~result ~~Results~~of ~~are subject to~~ the ~~completion~~Merger, of G&W’s ~~quarterly~~became ~~closing~~a ~~procedures~~wholly ~~and~~owned ~~review~~subsidiary byof ~~its independent public accounting firm~~Parent.

~~The~~Item ~~following~~2.01 ~~tables~~Completion ~~include a summary~~ of ~~G&W’s~~Acquisition ~~revenue,~~or ~~net~~Disposition ~~income,~~of ~~adjusted earnings before interest, taxes and depreciation and amortization (EBITDA), additions to property and equipment, and carloads based upon such Preliminary Financial Results:~~Assets.

Preliminary Unaudited Financial Results: Q3 2019
($ in millions)	Q3 '19			Q3 '18			% change YoY
North America Same Railroad Revenue	$	352.4		$	350.6		0.5	%
U.K./Europe Revenue	159.7			170.9			(6.6	)%
Total Revenue	$	512.1		$	521.5		(1.8	)%
North America Net Income	$	65.7		$	71.2		(7.7	)%
U.K./Europe Net Loss	(2.0		)	(4.5		)	55.5	%
Total Net Income	$	63.7		$	66.7		(4.5	)%
North America Same Railroad Adjusted EBITDA(a)	$	146.7		$	145.4		0.9	%
U.K./Europe Adjusted EBITDA(a)	11.6			17.6			(34.4	)%
Total Adjusted EBITDA	$	158.3		$	163.0		(2.9	)%
Margin - %	30.9		%	31.3		%	(0.4	)%
North America Additions to Property & Equipment	$	51.6		$	46.1		11.9	%
U.K./Europe Additions to Property & Equipment	6.3			6.7			(5.5	)%
Total Capital Expenditures	$	57.9		$	52.8		9.7	%
(a) Adjusted Earnings Before Interest, Income Taxes and Depreciation and Amortization (EBITDA) is a non-GAAP financial measure and is not intended to replace financial measures calculated in accordance with GAAP. The information required by Item 10(e) of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934 and Regulation G under the Securities Exchange Act of 1934, including a reconciliation to its most directly comparable financial measure in accordance with GAAP, is included below.
Commentary
North America Revenue: Higher switching (+$3.0 million), agricultural products (+$4.5 million), minerals & stone (+$3.0 million) and chemicals & plastics (+$1.7 million), partially offset by lower metals ($6.3 million) and coal & coke ($4.7 million)
U.K./Europe Revenue: Unfavorable impact from foreign currency exchange ($9.1 million), lower U.K. infrastructure ($1.4 million) and Middle East ($1.6 million), partially offset by higher U.K. intermodal freight (+$1.6 million)
North America EBITDA: Revenue growth and operational improvements (+$6.4 million) and gain on insurance recoveries (+$1.1 million), partially offset by higher casualties and insurance ($2.6 million) and maintenance of way expense ($3.3 million)
U.K./Europe EBITDA: Impact of lower revenue ($2.0 million), IT initiatives and relocation of Shared Services Center ($1.8 million) and foreign currency exchange impacts ($2.6 million)

The information set forth in the Introductory Note and under Item 5.01 is incorporated by reference into this Item 2.01.

North America Same Railroad Carloads: Q3 2019 vs Q3 2018
(carloads in thousands)	Q3 '19	Q3 '18	% Change		Commentary
Agricultural Products	56	50	12.2	%	Midwest grain and West Coast new business
Autos & Auto Parts	10	8	16.8	%	Timing and West Coast export demand
Chemicals & Plastics	43	42	2.2	%	Ethanol
Coal & Coke	53	70	(24.9	)%	Unplanned outages, pending plant closures, natural gas competition and high inventories
Food & Kindred Products	14	15	(4.7	)%
Intermodal	4	5	(19.1	)%
Lumber & Forest Products	35	37	(6.2	)%	Lumber and West Coast export logs
Metallic Ores	5	5	4.7	%
Metals	34	42	(19.9	)%	Finished and scrap steel
Minerals & Stone	62	60	4.3	%	Aggregates
Petroleum Products	26	25	3.0	%	NGLs/LPGs
Pulp & Paper	41	44	(8.3	)%	Containerboard (market conditions)
Waste	16	16	—	%
Other	17	19	(8.5	)%	Empty car traffic
Total	415	439	(5.3	)%
Total ex. Coal	363	368	(1.5	)%
U.K./Europe Carloads: Q3 2019 vs Q3 2018
(carloads in thousands)	Q3 '19	Q3 '18	% Change		Commentary
Agricultural Products	1	1	(27.8	)%
Coal & Coke	1	4	(65.6	)%	Conclusion of services in the U.K.
Intermodal	179	188	(4.7	)%	Vessel omissions made by the shipping lines, market conditions and service cancellations (weather)
Lumber & Forest Products	—	—	NM
Metallic Ores	—	—	NM
Minerals & Stone	51	48	6.9	%	New aggregates contracts in the U.K.
Petroleum Products	3	—	NM		New contract in the U.K.
Total	236	241	(2.4	)%
Total ex. Coal	234	237	(1.3	)%

At the effective time of the Merger (the “Effective Time”), each share of G&W’s common stock (other than shares held by G&W (including shares held in treasury), Parent or any of their wholly-owned subsidiaries) was converted into the right to receive $112.00 in cash, without interest (the “Merger Consideration”). Pursuant to the Merger Agreement, at the Effective Time, each outstanding G&W equity award, whether vested or unvested, was cancelled in exchange for cash based on the Merger Consideration less, in the case of a stock option, the per share exercise price.

~~Non~~The foregoing description of the Merger Agreement and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to G&W’s Current Report on Form 8-~~GAAP~~K ~~Financial~~filed ~~Measures~~with the Securities and Exchange Commission (the “SEC”) on July 1, 2019, and is incorporated by reference into this Item 2.01.

This Form 8-K contains references to earnings before interest, taxes and depreciation and amortization (EBITDA), same railroad EBITDA and adjusted same railroad EBITDA which are “non-GAAP financial measures” as this term is defined in Item ~~10(e)~~3.01 ofNotice ~~Regulation S-K under the Securities Act~~ of ~~1933~~Delisting ~~and~~or ~~the~~Failure ~~Securities~~to ~~Exchange~~Satisfy ~~Act~~a ofContinued ~~1934~~Listing ~~and~~Rule ~~Regulation~~or GStandard; ~~under~~Transfer ~~the Securities Exchange Act~~ of ~~1934~~Listing. ~~In accordance with these rules, G&W has reconciled these non-GAAP financial measures to their most directly comparable U.S. GAAP measures.~~

~~Management~~The ~~views~~information ~~these~~set ~~non-GAAP~~forth ~~financial~~in ~~measures~~the asIntroductory ~~important~~Note ~~measures~~and ofunder ~~G&W’s~~Item ~~operating performance~~2.01 ~~Management~~is ~~also~~incorporated ~~views~~by ~~these~~reference ~~non-GAAP~~into ~~financial~~this ~~measures~~Item ~~as a way to assess comparability between periods~~3. 01.

~~These~~In ~~non-GAAP~~connection ~~financial~~with ~~measures~~the ~~are~~completion ~~not~~of ~~intended~~the Merger, G&W notified the New York Stock Exchange (the “NYSE”) on the Closing Date that a certificate of merger was filed with the Secretary of State of the State of Delaware and that, at the Effective Time, each outstanding share of G&W’s common stock was converted into the right to ~~represent~~receive the Merger Consideration pursuant to the Merger Agreement as described under Item 2.01. G&W requested that the NYSE delist its common stock and, as a result, trading of G&W’s common stock was suspended prior to the opening of the NYSE on the Closing Date. G&W also requested that the NYSE file a Form 25 with the SEC notifying the SEC of the delisting of G&W’s common stock and ~~should~~the ~~not~~withdrawal beof ~~considered~~registration ~~more~~of ~~meaningful~~G&W’s ~~than,~~common orstock under Section 12(b) of the Securities Exchange Act of 1934, as anamended ~~alternative~~(the to“Exchange Act”). Following the effectiveness of the Form 25, ~~their~~G&W ~~most~~intends ~~directly~~to ~~comparable~~file ~~GAAP~~with ~~measures.~~the ~~These~~SEC ~~non-GAAP~~a ~~financial~~Form ~~measures~~15 ~~may~~regarding bethe ~~different~~termination ~~from~~of ~~similarly-titled~~registration ~~non-GAAP~~of ~~financial~~G&W’s ~~measures~~common ~~used~~stock byunder ~~other~~the ~~companies~~Exchange Act and the suspension of G&W’s reporting obligations with respect to G&W’s common stock.

~~The~~Item ~~following~~3.03 ~~table~~Material ~~sets~~Modification ~~forth~~to ~~reconciliations~~Rights of ~~these~~Security ~~non-GAAP financial measures to their most directly comparable GAAP measure~~Holders.

~~EBITDA,~~The ~~Adjusted~~information ~~EBITDA~~set forth in the Introductory Note and ~~Same~~under ~~Railroad~~Items ~~Adjusted~~2.01, ~~EBITDA~~3.01 and 5.03 is incorporated by reference into this Item 3.03.

($ in millions)		Q3 '19
		North America			U.K./Europe			Total North America and U.K./Europe
Net income/(loss)		$	65.7		$	(2.0	)	$	63.7
Adjusted for:
	Provision for income taxes	16.9			0.5			17.3
	Interest expense, net	12.6			0.8			13.4
	Depreciation and amortization expense	39.2			10.1			49.2
EBITDA		$	134.3		$	9.4		$	143.7
Adjusted for certain items:
	Non-cash compensation cost	3.8			0.4			4.3
	Corporate development and related costs	7.8			0.2			7.9
	Restructuring and related costs	0.3			3.2			3.6
	Other adjustments	0.5			(1.7		)	(1.2		)
Adjusted EBITDA		$	146.7		$	11.6		$	158.3
		Q3 '18
		North America			U.K./Europe			Total North America and U.K./Europe
Net income/(loss)		$	71.2		$	(4.5	)	$	66.7
Adjusted for:
	Provision for income taxes	22.6			6.0			28.6
	Interest expense, net	10.3			2.9			13.2
	Depreciation and amortization expense	41.4			9.1			50.5
EBITDA		$	145.6		$	13.5		$	159.1
	Divested operations(a)	(2.6		)	—			(2.6		)
Same railroad EBITDA		$	143.0		$	13.5		$	156.4
Adjusted for certain items:
	Non-cash compensation cost	4.1			0.4			4.4
	Corporate development and related costs	0.1			0.2			0.3
	Restructuring and related costs	—			3.3			3.3
	Other adjustments	(1.7		)	0.2			(1.5		)
Same railroad adjusted EBITDA		$	145.4		$	17.6		$	163.0
(a)	Represents EBITDA from two Canadian leases that expired at the end of 2018.

At the Effective Time, each outstanding share of G&W’s common stock was converted into the right to receive the Merger Consideration as described under Item 2.01 and each holder of G&W’s common stock immediately prior to the Effective Time ceased to have any rights as a stockholder of G&W (other than the right to receive the Merger Consideration).

~~SIGNATURES~~Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note and under Items 2.01 and 5.02 is incorporated by reference into this Item 5.01.

As a result of the completion of the Merger, a change in control of G&W occurred and G&W became a wholly owned subsidiary of Parent.

The total amount of funds used to consummate the Merger (including the funds required to be paid to G&W’s stockholders and the holders of G&W equity awards due to them under the Merger Agreement) and to repay certain debt of G&W was approximately $8.4 billion, which amount was funded through a combination of equity and debt financing.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 5.02.

In connection with the completion of the Merger (and not as a result of any disagreement with G&W), at the Effective Time, each of G&W’s directors immediately prior to the Effective Time ceased to be directors of G&W. In accordance with the terms of the Merger Agreement, immediately following the Effective Time, the directors of Merger Sub immediately prior to the Effective Time, which consisted of Brian Baker, Luis Barreto, Frederick Day, Helen Newell, and Alex Greenbaum, became the directors of G&W.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 5.03.

At the Effective Time, the certificate of incorporation of G&W, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the certificate of incorporation attached hereto as Exhibit 3.1, which is incorporated by reference into this Item 5.03.

At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, became the by-laws of G&W as the surviving corporation in the Merger, except that all references to Merger Sub were replaced with references to the name of G&W. Immediately following the Effective Time, the by-laws of the surviving corporation were further amended and restated in their entirety and are attached hereto as Exhibit 3.2, which is incorporated by reference into this Item 5.03.

Item 8.01

Other Events.

On the Closing Date, G&W issued a press release announcing the consummation of the Merger. A copy of the press release is filed as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

	2.1	Agreement and Plan of Merger, dated as of July 1, 2019, by and among Genesee & Wyoming Inc., DJP XX, LLC and MKM XXII Corp. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with the SEC on July 1, 2019).

	3.1	Amended and Restated Certificate of Incorporation of Genesee & Wyoming Inc.

	3.2	Amended and Restated By-laws of Genesee & Wyoming Inc.

	99.1	Press Release, dated December 30, 2019.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENESEE & WYOMING INC.

Date:	October 24, 2019	By:	/s/ Timothy J. Gallagher
		Name:	Timothy J. Gallagher
		Title:	Chief Financial Officer

GENESEE & WYOMING INC.

Date: December 30, 2019

/s/ Allison M. Fergus

Allison M. Fergus

General Counsel

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