providence and worcester rr (PWX) Key Developments
Providence and Worcester Railroad Company Executes Business Loan Agreement, Promissory Note, and Related Documents with Commerce Bank & Trust Company (Commerce) Providing for $5 Million Term Loan
May 5 15
On May 4, 2015, Providence and Worcester Railroad Company executed a Business Loan Agreement, Promissory Note, and related documents with Commerce Bank & Trust Company (Commerce) providing for a $5 Million term loan. The proceeds of the Term Loan will be used to replace one and rehabilitate certain other bridges located along the company’s Main Line, between Worcester, Massachusetts and Providence, Rhode Island, to accommodate increased tonnage capabilities. The Term Loan matures on May 4, 2026. Pursuant to provisions of the Term Loan, the company is required annually to maintain a tangible net worth (as defined in the Term Loan) of at least $70 million. The Term Loan will require payments of interest only for twelve months whereupon it converts to a ten year term loan with payments based upon a twenty year amortization. The Term Loan bears interest at 4.11% per annum for the life of the loan. The Term Loan is unsecured; however, the company is subject to certain financial and non-financial covenants, including the tangible net worth requirement, use of the loan proceeds, and financial record keeping requirements. At its option, the company may prepay all or any portion of the outstanding Term Loan, subject to certain prepayment premiums where applicable. The Loan Documents contain other customary covenants, terms and conditions. The company and Commerce also consummated a two-year extension of the maturity of a $5 Million unsecured line of credit facility pursuant to a Promissory Note and a Business Loan Agreement executed on June 25, 2009. The Loan Facility was extended to June 25, 2017 pursuant to an Allonge to Promissory Note dated May 4, 2015 at a reduced variable interest rate of the thirty day London Interbank Offered Rate (LIBOR) plus one and five tenths percent. The company pays no commitment fee on this line and has no compensating balance requirements. Borrowings under this Loan Facility are unsecured and due on demand. No amounts are outstanding under the Loan Facility.
Providence and Worcester Railroad Company Announces Amendment to its Bylaws
Apr 30 15
The Annual Meeting of Shareholders of Providence and Worcester Railroad Company held on April 29, 2015, has approved proposed amendment to the Company's Bylaws designating the State of Rhode Island and Providence Plantations as the exclusive forum for certain legal actions (by the holders of Common Stock and Preferred Stock, voting as separate classes). On October 29, 2014, the Board of Directors approved for submission to the shareholders a proposed amendment to the Bylaws of the Company to add a new Section 5 to Article VII designating courts of the State of Rhode Island and Providence Plantations as the sole and exclusive forum for certain legal actions. The proposed amendment would designate any derivative action brought on behalf of the Company, and any action brought by a shareholder against the Company or any of its directors, officers, or other employees alleging a violation of the State of Rhode Island Business Corporation Act, the Company's legislative charter, or Bylaws, a breach of fiduciary duties, or a violation asserting a claim governed by the internal affairs doctrine.
Providence and Worcester Railroad Company Proposes Amendments to the Bylaws
Mar 31 15
Providence and Worcester Railroad Company at its annual meeting of the shareholders to be held on April 29, 2015, will approve the amendment to the company's Bylaws designating the State of Rhode Island and Providence Plantations as the exclusive forum for certain legal actions.
Providence and Worcester Railroad Company, Annual General Meeting, Apr 29, 2015
Mar 31 15
Providence and Worcester Railroad Company, Annual General Meeting, Apr 29, 2015., at 10:00 US Eastern Standard Time. Location: Union Station, Two Washington Square. Agenda: To elect three directors and six directors to serve for terms of one year and until their successors are elected and qualified; to vote on a proposed amendment to the company's Bylaws designating the State of Rhode Island and Providence Plantations as the exclusive forum for certain legal actions; to approve the company's 2015 equity incentive plan; and to transact such other business, if any, as may properly come before the meeting or any adjournment or adjournments thereof.
Providence and Worcester Railroad Company Approves Election of Alfred P. Smith as Director
May 1 14
Providence and Worcester Railroad Company announced that at its AGM held on April 30, 2014, the shareholders approved the election of Alfred P. Smith as director of the company.