GWR Genesee and Wyoming Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Genesee & Wyoming Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION, DATED AUGUST 5, 2019

[●], 2019

Dear Fellow Stockholder:

You are cordially invited to attend a special meeting of the stockholders of Genesee & Wyoming Inc. (“G&W”) to be held at [●] on [●], [●] at [●], Eastern Time (the “special meeting”).

At the special meeting, stockholders will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of July 1, 2019 (as amended or modified from time to time, the “merger agreement”), among G&W, DJP XX, LLC (“Parent”) and MKM XXII Corp. (“Merger Sub”). Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into G&W and G&W will survive the merger as a wholly-owned subsidiary of Parent (the “merger”).

If the merger is completed, our stockholders will have the right to receive $112.00 in cash, without interest and subject to any applicable withholding taxes, for each share of Class A common stock, par value $0.01 per share, of G&W (“G&W Class A common stock”) and Class B common stock, par value $0.01 per share, of G&W (“G&W Class B common stock” and together with the G&W Class A common stock, the “G&W common stock”), other than excluded shares (as defined in the accompanying proxy statement), that they own immediately prior to the effective time of the merger, which represents a premium of approximately 39.5% of G&W’s closing stock price on March 8, 2019, the last trading day prior to initial media speculation of a potential transaction involving G&W. Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of G&W common stock representing at least 66 2/3% of the total votes entitled to be cast in respect of all shares of G&W common stock outstanding as of the close of business on the record date, with shares of G&W Class A common stock (which are entitled to one vote per share) and shares of G&W Class B common stock (which are entitled to ten votes per share) voting as a single class.

G&W Class A common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “GWR”. The closing price of G&W Class A common stock on the NYSE on [●], 2019, the most recent practicable date prior to the date of the accompanying proxy statement, was $[●] per share.

The G&W board of directors has reviewed and considered the terms and conditions of the merger and unanimously determined that the merger, the merger agreement, and the other transactions contemplated by the merger agreement, are advisable, fair to and in the best interests of G&W and its stockholders and has unanimously declared advisable and approved the merger, the merger agreement and the other transactions contemplated by the merger agreement. The G&W board of directors made its determination after consultation with its outside legal counsel and financial advisors and consideration of a number of factors more fully described in the accompanying proxy statement. The G&W board of directors unanimously recommends that you vote “FOR” the proposal to adopt the merger agreement.

At the special meeting, stockholders will also be asked to vote on (i) a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid to G&W’s named executive officers by G&W based on or otherwise relating to the merger, as required by the rules adopted by the U.S. Securities and Exchange Commission, and (ii) a proposal to adjourn the special meeting, from time to time, if necessary or appropriate, to solicit additional votes for the approval of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to adopt the merger agreement. The G&W board of directors unanimously recommends that you vote “FOR” each of these proposals.

The G&W board of directors is soliciting your proxy to ensure that a quorum is present and that your shares are represented and voted at the special meeting and any postponement or adjournment thereof.

If your shares are held in “street name,” you should instruct your broker, bank or other nominee how to vote your shares on each proposal in accordance with your voting instruction form.

The merger cannot be completed unless G&W stockholders adopt the merger agreement. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the special meeting in person, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the special meeting. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If you fail to return your proxy or to attend the special meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the adoption of the merger agreement. Similarly, if you hold your shares in “street name” and fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted for purposes of determining whether a quorum is present and will have the same effect as a vote “AGAINST” the adoption of the merger agreement.

The obligations of G&W, Parent and Merger Sub to complete the merger are subject to the satisfaction or waiver of certain conditions. The accompanying proxy statement contains detailed information about G&W, the special meeting, the merger agreement, the merger, the merger-related named executive officer compensation proposal and the adjournment proposal. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement and incorporated therein by reference. We urge you to, and you should, read the entire proxy statement carefully, including the merger agreement and the other annexes and the documents referred to or incorporated by reference in the accompanying proxy statement. You may obtain additional information about G&W from documents we have filed with the U.S. Securities and Exchange Commission.

If you have any questions or need assistance voting your shares of G&W common stock, please contact Innisfree M&A Incorporated, our proxy solicitor, by calling [●].

Sincerely,

John C. Hellmann

Chairman, President and Chief Executive Officer

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the merger, passed upon the merits of the merger agreement or the merger or determined if the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [●], 2019 and, together with the enclosed form of proxy card, is first being mailed to G&W stockholders on or about [●], 2019.

Genesee & Wyoming Inc.

20 West Avenue

Darien, Connecticut 06820

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE SUBMIT A PROXY TO VOTE YOUR SHARES OVER THE INTERNET OR BY TELEPHONE PURSUANT TO THE INSTRUCTIONS CONTAINED IN THESE MATERIALS OR COMPLETE, DATE, SIGN AND RETURN A PROXY CARD AS PROMPTLY AS POSSIBLE . IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOU OWN SHARES REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SUBMITTED. IF YOU DO NOT SUBMIT YOUR PROXY OR VOTE IN PERSON AT THE SPECIAL MEETING ON THE MERGER PROPOSAL, IT WILL HAVE THE SAME EFFECT AS A VOTE “AGAINST” THE MERGER PROPOSAL. IF YOU HOLD YOUR SHARES IN “STREET NAME” AND DO NOT INSTRUCT YOUR BROKER, BANK OR OTHER NOMINEE HOW TO VOTE YOUR SHARES, IT WILL HAVE THE SAME EFFECT AS A VOTE “AGAINST” THE MERGER PROPOSAL.

statement, including any documents incorporated therein by reference, and its annexes carefully and in their entirety. If you have any questions concerning the merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of G&W common stock, please contact G&W’s proxy solicitor, Innisfree M&A Incorporated.

By Order of the Board of Directors,

Allison M. Fergus

General Counsel and Secretary

Darien, Connecticut

[●], 2019

TABLE OF CONTENTS

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SUMMARY TERM SHEET

This summary highlights information contained elsewhere in this proxy statement and may not contain all the information that is important to you with respect to the merger and the other matters being considered at the special meeting of G&W stockholders. We urge you to read carefully the remainder of this proxy statement, including the attached annexes, and the other documents to which we have referred you. For additional information on G&W included in documents incorporated by reference into this proxy statement, see the section entitled “Where You Can Find More Information” beginning on page [ ● ]. We have included page references in this summary to direct you to a more complete description of the topics presented below.

All references to “G&W,” the “Company,” “we,” “us,” or “our” in this proxy statement refer to Genesee & Wyoming Inc., a Delaware corporation; all references to “Parent” refer to DJP XX, LLC, a Delaware limited liability company; all references to “Merger Sub” refer to MKM XXII Corp., a Delaware corporation and a wholly-owned subsidiary of Parent that exists solely for the purpose of entering into the merger agreement and engaging in the transactions contemplated by the merger agreement; all references to “Brookfield Infrastructure” refer to Brookfield Asset Management’s infrastructure investment division known as the Brookfield Infrastructure Group, which owns and operates one of the largest infrastructure portfolios in the world through operating businesses that are industry leaders in their geography and sector; all references to “GIC” refer to GIC Pte. Ltd.; all references to “GIC SI” refer to GIC Special Investments Pte. Ltd., the private equity investment arm of GIC; all references to the “Sponsors” refer to Brookfield Infrastructure and GIC SI; all references to the “Brookfield Funds” refer collectively to Brookfield Infrastructure Fund IV-A, L.P., Brookfield Infrastructure Fund IV-B, L.P., Brookfield Infrastructure Fund IV-C, L.P. and Brookfield Infrastructure Fund IV (ER) SCSp, all of which are controlled investment vehicles through which Brookfield Infrastructure carries out its investment activities; all references to “Lisson Grove” refer to Lisson Grove Investment Pte. Ltd.; all references to “Investors/Guarantors” refer to the Brookfield Funds and Lisson Grove; all references to “G&W common stock” refer to the Class A common stock, par value $0.01 per share, of G&W and the Class B common stock, par value $0.01 per share, of G&W; all references to the “G&W Board” refer to the board of directors of G&W; all references to the “merger” refer to the merger of Merger Sub with and into G&W with G&W surviving as a wholly-owned subsidiary of Parent; unless otherwise indicated or as the context otherwise requires, all references to the “merger agreement” refer to the Agreement and Plan of Merger, dated as of July 1, 2019, by and among G&W, Parent, and Merger Sub, as amended or modified from time to time, a copy of which is attached as Annex A to this proxy statement and which is incorporated by reference herein. G&W, following the completion of the merger, is sometimes referred to in this proxy statement as the “surviving corporation.”

The Parties

G&W (see page [ ● ])

Genesee & Wyoming Inc. owns or leases 120 freight railroads organized in eight locally managed operating regions with approximately 8,000 employees serving 3,000 customers.

Our 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.

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Our Class A common stock is traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “GWR”. G&W’s headquarters are located at 20 West Avenue, Darien, Connecticut 06820 and our telephone number is (203) 202-8900. Our corporate web address is www.gwrr.com. The information provided on the G&W website is not part of this proxy statement and is not incorporated in this proxy statement by reference or by any other reference to G&W’s website provided in this proxy statement.

Additional information about G&W is contained in our public filings with the U.S. Securities and Exchange Commission (the “SEC”), which filings are incorporated by reference herein. See the section entitled “Where You Can Find Additional Information.”

Parent (see page [ ● ])

Parent is a Delaware limited liability company that was formed on April 10, 2015 and exists solely for the purpose of entering into the merger agreement and related agreements and completing the merger and the other transactions contemplated thereby. Parent has not conducted any business operations other than in connection with the transactions contemplated by the merger agreement and the related agreements on or prior to the date of this proxy statement. Upon completion of the merger, G&W will be a wholly-owned subsidiary of Parent. Parent’s principal executive offices are located at c/o Brookfield Infrastructure Group, Brookfield Place, 181 Bay Street, Suite 300 and its telephone number is +1 416 363 9491.

Merger Sub (see page [ ● ])

Merger Sub, a Delaware corporation and a wholly-owned subsidiary of Parent, was incorporated on April 10, 2015 and exists solely for the purpose of engaging in the transactions contemplated by the merger agreement. Merger Sub has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its incorporation and activities undertaken in connection with Parent’s acquisition of G&W. Upon completion of the merger, Merger Sub will merge with and into G&W, and Merger Sub will cease to exist. Merger Sub’s principal executive offices are located at c/o Brookfield Infrastructure Group, Brookfield Place, 181 Bay Street, Suite 300 and its telephone number is +1 416 363 9491.

In connection with the merger and the other transactions contemplated by the merger agreement, the Brookfield Funds and Lisson Grove have committed to capitalize Parent, on the date of the closing of the merger, with an aggregate equity subscription of up to $5.527 billion, subject to the terms and conditions of the equity commitment letters. Brookfield Infrastructure is a leading global infrastructure company that owns and operates high quality, long-life assets in the utilities, transport, energy and data infrastructure sectors across North and South America, Asia Pacific and Europe. Brookfield Infrastructure is the flagship listed infrastructure company of Brookfield Asset Management, a leading global alternative asset manager with over $365 billion of assets under management. Lisson Grove is a private limited company affiliated with GIC SI, the private equity investment arm of GIC. GIC is a leading global investment firm established in 1981 to manage Singapore’s foreign reserves. GIC has investments across a wide range of asset classes, including real estate, private equity, equities and fixed income. GIC’s principal executive offices are located at 168 Robinson Road, #37-01 Capital Tower, Singapore 068912 and its telephone number is +(65) 6889-8888.

The Special Meeting

Date, Time and Place (see page [ ● ])

The special meeting of G&W stockholders (the “special meeting”) is scheduled to be held at [●] on [●], [●] at [●], Eastern Time.

Purpose of the Meeting (see page [ ● ])

The special meeting is being held in order to consider and vote on the following proposals:

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Stockholders may also be asked to transact such other business as may properly be brought before the special meeting, or any adjournments or postponements of the special meeting, by or at the direction of the G&W Board with the consent of Parent.

The G&W Board has reviewed and considered the terms and conditions of the proposed merger. After consulting with its outside legal counsel and financial advisors and after consideration of various factors more fully described in this proxy statement, the G&W Board unanimously determined that the merger, the merger agreement and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of G&W and its stockholders and unanimously declared advisable and approved the merger, the merger agreement and the other transactions contemplated by the merger agreement. The G&W Board unanimously recommends that G&W stockholders vote “FOR” the merger proposal, “FOR” the named executive officer merger-related compensation proposal and “FOR” the adjournment proposal.

G&W stockholders must vote to approve the merger proposal as a condition for the merger to occur. If the G&W stockholders fail to approve the merger proposal by the requisite vote, the merger will not occur.

Record Date; Stockholders Entitled to Vote (see page [ ● ])

Only holders of record of G&W common stock at the close of business on [●], 2019, the record date for the special meeting (the “record date”), will be entitled to notice of, and to vote at, the special meeting or any adjournments or postponements of the special meeting. Holders of record of G&W Class A common stock are entitled to one vote for each share of G&W Class A common stock they own of record at the close of business on the record date and holders of record of G&W Class B common stock are entitled to ten votes for each share of G&W Class B common stock they own of record at the close of business on the record date. At the close of business on the record date, [●] shares of G&W Class A common stock were issued and outstanding, held by approximately [●] holders of record and representing [●] votes, and [●] shares of G&W Class B common stock were issued and outstanding, held by approximately [●] holders of record and representing [●] votes.

Quorum (see page [ ● ])

Under our bylaws, the presence at the special meeting, in person or by proxy, of the holders of a majority in voting power of the shares of G&W common stock issued and outstanding at the close of business on the record date and entitled to vote at the special meeting will constitute a quorum. There must be a quorum for business to be conducted at the special meeting. Failure of a quorum to be represented at the special meeting will necessitate an adjournment or postponement of the special meeting and may subject G&W to additional expense.

If you attend the special meeting or if you submit (and do not thereafter revoke) a proxy by duly executing and returning a proxy card or by telephone or through the Internet, even if you abstain from voting, your shares of G&W common stock will be counted for purposes of determining whether a quorum is present at the special meeting. In the event that a quorum is not present at the special meeting or additional votes must be solicited to adopt the merger agreement, the meeting may be adjourned or postponed to solicit additional proxies.

Required Vote (see page [ ● ])

The approval of the merger proposal requires the affirmative vote of the holders of 66 2/3% of the voting power of the shares of G&W common stock outstanding at the close of business on the record date.

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Assuming a quorum is present, approval of the named executive officer merger-related compensation proposal (on a non-binding basis) requires the vote of the holders of a majority in voting power of the shares of G&W common stock present in person or represented by proxy at the special meeting.

Assuming a quorum is present, approval of the adjournment proposal requires the vote of the holders of a majority in voting power of the shares of G&W common stock present in person or represented by proxy at the special meeting.

Voting at the Special Meeting (see page [ ● ])

If your shares are registered directly in your name with our transfer agent, you are considered a “stockholder of record.” Stockholders of record can vote their shares of G&W common stock in the following four ways: (i) by indicating your vote by completing, signing and dating the proxy card where indicated and by mailing or otherwise returning the card in the envelope that will be provided to you, (ii) by submitting your proxy by telephone by dialing the toll-free number 1-800-690-6903, (iii) by submitting your proxy over the Internet by going to www.proxyvote.com or (iv) attending the special meeting and voting your shares in person. Even if you plan to attend the special meeting, G&W encourages you to submit a proxy in advance by Internet, telephone or mail so that your vote will be counted even if you later decide not to attend the special meeting.

If your shares are held by your broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name” and you will receive a form from your broker, bank or other nominee seeking instruction from you as to how your shares should be voted. You should instruct your broker, bank or other nominee how to vote your shares on each proposal in accordance with your voting instruction form. If you beneficially own your shares and receive a voting instruction form, you can vote by following the instructions on your voting instruction form. Please refer to information from your bank, broker or other nominee on how to submit voting instructions. Stockholders who own their shares in “street name” are not able to vote at the special meeting unless they have a “legal proxy,” executed in their favor, from the stockholder of record (broker, bank or other nominee) giving them the right to vote the shares at the special meeting.

You may revoke your proxy at any time prior to the vote at the special meeting by (i) sending a written statement to that effect to our Corporate Secretary, (ii) voting again by Internet or telephone, (iii) submitting a properly signed proxy card with a later date, or (iv) attending the special meeting and voting in person. Attendance at the special meeting will not, in and of itself, result in the revocation of a proxy or cause your shares of G&W common stock to be voted. If you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy in person at the special meeting if you obtain a “legal proxy,” executed in your favor, from the stockholder of record (broker, bank or other nominee) giving you the right to vote the shares at the special meeting.

G&W recommends that you submit a proxy to vote your shares as soon as possible, even if you are planning to attend the special meeting to ensure that your shares are represented and voted at the meeting and so that the vote count will not be delayed.

Abstentions and Broker Non-Votes (see page [ ● ])

At the special meeting, abstentions will be counted as present for purposes of determining whether a quorum exists. Abstaining from voting will have the same effect as a vote “AGAINST” the merger proposal, the named executive officer merger-related compensation proposal and the adjournment proposal. If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will have the same effect as a vote “FOR” the merger proposal, the named executive officer merger-related compensation proposal and the adjournment proposal. Broker non-votes are shares held in “street name” by brokers, banks and other nominees that are present or represented by proxy at the special meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of

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such shares how to vote on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Because, under NYSE rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of shares of G&W common stock held in “street name” does not give voting instructions to the broker, bank or other nominee, then those shares will not be counted as present in person or by proxy at the special meeting. As the vote to approve the merger proposal is based on the total number of shares of G&W common stock outstanding at the close of business on the record date, not just the shares that are counted as present in person or by proxy at the special meeting, if you fail to issue voting instructions to your broker, bank or other nominee, it will have the same effect as a vote “AGAINST” the merger proposal.

Solicitation of Proxies (see page [ ● ])

The G&W Board is soliciting your proxy, and G&W will bear the cost of soliciting proxies. Innisfree M&A Incorporated has been retained to assist with the solicitation of proxies. Innisfree M&A Incorporated will be paid approximately $25,000, plus certain additional per-service fees, and will be reimbursed for certain fees and expenses for these and other advisory services in connection with the special meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks and other nominees to the beneficial owners of shares of G&W common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by Innisfree M&A Incorporated or, without additional compensation, by certain of G&W’s directors, officers and employees.

Adjournment (see page [ ● ])

In addition to the merger proposal and the named executive officer merger-related compensation proposal, G&W stockholders are also being asked to approve the adjournment proposal, which will enable the adjournment of the special meeting for the purpose of soliciting additional votes in favor of the merger proposal if there are not sufficient votes at the time of the special meeting to approve the merger proposal. If a quorum is not present, the person presiding at the special meeting may adjourn the special meeting from time to time until a quorum is present. If the adjournment is for more than 30 days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, stockholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the proposals. If you return a proxy and do not indicate how you wish to vote on the adjournment proposal, your shares will be voted in favor of the adjournment proposal.

The Merger

The rights and obligations of the parties to the merger agreement are governed by the specific terms and conditions of the merger agreement and not by any summary or other information in this proxy statement. Therefore, the information in this proxy statement regarding the merger agreement and the merger is qualified in its entirety by reference to the merger agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated herein by reference. We encourage you to read the merger agreement carefully and in its entirety because it is the principal legal agreement that governs the merger.

Structure of the Merger (see page [ ● ])

If the merger is completed, then at the effective time of the merger (the “effective time”), Merger Sub will merge with and into G&W, the separate corporate existence of Merger Sub will cease and G&W will survive the merger as a wholly-owned subsidiary of Parent.

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Merger Consideration (see page [ ● ])

Upon the terms and subject to the conditions of the merger agreement, at the effective time, G&W stockholders will have the right to receive $112.00 in cash, without interest and subject to any applicable withholding taxes, for each share of G&W common stock that they own that is issued and outstanding immediately prior to the effective time of the merger (other than shares (i) owned by Parent, Merger Sub or any other wholly-owned subsidiary of Parent immediately prior to the effective time of the merger, and not held on behalf of third parties, (ii) owned by G&W or any other wholly-owned subsidiary of G&W immediately prior to the effective time of the merger, including shares held in treasury by G&W, and not held on behalf of third parties and (iii) held by holders who have not voted in favor of the merger proposal and who are entitled to and have properly demanded appraisal rights with respect thereto under Delaware law; collectively we refer to all such shares in this proxy statement as “excluded shares”).

Treatment of G&W Equity Awards (see page [ ● ])

The merger agreement provides that outstanding equity-based awards under G&W’s equity plan and employee stock purchase plan will be treated as set forth below.

Stock Options . Immediately prior to the effective time, except as otherwise agreed to in writing between a holder and Parent, each outstanding option to purchase shares of G&W common stock will automatically become immediately vested and be cancelled and the holder will be entitled to receive an amount in cash, without interest and less any applicable withholding taxes, equal to (i) the number of shares subject to the option multiplied by (ii) the excess, if any, of $112.00 over the exercise price per share of the option, payable in a lump sum through G&W’s payroll system or by check as soon as reasonably practicable after the effective time.

Stock Units . Immediately prior to the effective time, except as otherwise agreed to in writing between a holder and Parent, each outstanding G&W deferred stock unit, restricted stock unit (other than a PSU), phantom stock unit, restricted share or similar stock right (in each case, a “Stock Unit”) will automatically become immediately vested, and each Stock Unit will be cancelled and the holder will be entitled to receive, at or promptly following the effective time, an amount in cash, without interest and less any applicable withholding taxes, equal to (x) the total number of shares subject to the Stock Unit immediately prior to the effective time multiplied by (y) $112.00, payable in a lump sum through G&W’s payroll system or by check as soon as reasonably practicable after the effective time.

PSUs . Immediately prior to the effective time, except as otherwise agreed to in writing between a holder and Parent, each outstanding G&W performance-based restricted stock unit (“PSU”) will automatically become immediately vested, and each PSU will be cancelled, with the holder being entitled to receive an amount in cash, without interest and less any applicable withholding taxes, equal to (i) with respect to each PSU with a performance period beginning January 1, 2019 and ending December 31, 2021, (A) if the effective time occurs prior to January 1, 2020, an amount in cash, without interest and less any applicable withholding taxes, equal to (x) the total number of shares subject to the PSU immediately prior to the effective time, calculated based on target-level performance, multiplied by (y) $112.00 and (B) if the effective time occurs on or after January 1, 2020, an amount in cash equal to (x) the total number of shares subject to the PSU as of immediately prior to the effective time, calculated based on actual-level performance, calculated with the applicable performance period running through the date of the Company’s most recently completed quarterly financial results prior to the closing, pursuant to and in accordance with the terms of such PSU, multiplied by (y) $112.00, and (ii) with respect to all other PSUs, an amount in cash, without interest and less any applicable withholding taxes, equal to (x) the total number of shares subject to the PSU immediately prior to the effective time, calculated based on actual performance achieved, in accordance with the terms of each PSU, multiplied by (y) $112.00.

ESPPs . With respect to the Amended and Restated Genesee & Wyoming Inc. Employee Stock Purchase Plan (the “stock purchase plan”), (i) the stock purchase plan will terminate immediately prior to the effective

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time and no further rights will be granted or exercised under the stock purchase plan, (ii) no enrollment for offering periods will be commenced on or after the date of the merger agreement, (iii) if the closing occurs prior to the end of the current offering period, a new exercise date will be set under the stock purchase plan, which date will be the business day immediately prior to the anticipated closing date, (iv) participants in the stock purchase plan may not alter their payroll deductions from those in effect on the date of the merger agreement (other than to discontinue participation in the stock purchase plan) and (v) the amount of the accumulated contributions of each participant under the stock purchase plan as of immediately prior to the effective time will, to the extent not used to purchase shares of common stock, be refunded to such participant as promptly as reasonably practicable following the effective time (without interest).

Recommendation of the G&W Board (see page [ ● ])

The G&W Board has reviewed and considered the terms and conditions of the proposed merger. After consulting with its outside legal counsel and financial advisors and after consideration of various factors, the G&W Board unanimously (i) determined that it is advisable, fair to and in the best interests of G&W and our stockholders for G&W to enter into the merger agreement and the transactions contemplated by the merger agreement, including the merger, (ii) declared advisable and approved the merger, the merger agreement and the other transactions contemplated by the merger agreement, (iii) resolved that the merger agreement be submitted to the G&W stockholders for adoption thereby in accordance with applicable law, the merger agreement and the bylaws of G&W at a special meeting of stockholders and (iv) recommended that our stockholders vote to adopt the merger agreement. Certain factors considered by the G&W Board in reaching its decision to adopt the merger agreement can be found in “The Merger Proposal (Proposal 1)—Recommendation of the G&W Board and Reasons for the Merger” beginning on page [●].

The G&W Board unanimously recommends that the G&W stockholders vote:

Opinions of G&W’s Financial Advisors (see page [ ● ])

Opinion of BofA Securities, Inc.

In connection with the merger, on June 30, 2019, BofA Securities, Inc. (“BofA Merrill Lynch”), G&W’s financial advisor, delivered to the G&W Board an oral opinion, which was subsequently confirmed in writing, as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of G&W common stock of the merger consideration to be received by such holders. The full text of the written opinion, dated June 30, 2019, of BofA Merrill Lynch, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this document and is incorporated by reference herein in its entirety. BofA Merrill Lynch provided its opinion to the G&W Board for the benefit and use of the G&W Board (in its capacity as such) in connection with and for purposes of its evaluation of the merger consideration from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to G&W or in which G&W might engage or as to the underlying business decision of G&W to proceed with or effect the merger. BofA Merrill Lynch’s opinion does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed merger or any related matter.

Opinion of Morgan Stanley & Co. LLC

At the meeting of the G&W Board on June 30, 2019, Morgan Stanley & Co. LLC (“Morgan Stanley”) rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion, to the G&W Board

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to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the merger consideration to be received by the holders of shares of G&W common stock (other than excluded shares) pursuant to the merger agreement was fair, from a financial point of view, to such holders of shares of G&W common stock.

The full text of Morgan Stanley’s written opinion to the G&W Board, dated June 30, 2019, is attached as Annex C and is incorporated by reference into this proxy statement in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. Stockholders of G&W are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the G&W Board and addressed only the fairness, from a financial point of view, as of the date of the opinion, of the merger consideration to be received by the holders of shares of G&W common stock (other than excluded shares) pursuant to the merger agreement. Morgan Stanley’s opinion did not address any other aspect of the merger and did not and does not constitute an opinion or recommendation as to how the holders of shares of G&W common stock should vote at any stockholders’ meeting to be held in connection with the merger. The summary of Morgan Stanley’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of Morgan Stanley’s opinion.

For further information, see the section of this proxy statement entitled “Opinions of G&W’s Financial Advisors” beginning on page [ ● ] and Annex B and Annex C .

Interests of G&W’s Executive Officers and Directors in the Merger (see page [ ● ])

In considering the recommendation of the G&W Board, G&W stockholders should be aware that certain directors and executive officers of G&W will have interests in the proposed merger that are different from, or in addition to, the interests of G&W stockholders generally and which may create potential conflicts of interest. The G&W Board was aware of these interests and considered them when it adopted the merger agreement and approved the merger.

These interests include:

These interests are discussed in more detail in the section entitled “The Merger Proposal (Proposal 1)—Interests of G&W’s Executive Officers and Directors in the Merger,” beginning on page [●] of this proxy statement.

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Financing of the Merger (see page [ ● ])

Parent has obtained equity financing commitments and debt financing commitments (in each case, pursuant to commitment letters) for the transactions contemplated by the merger agreement, the aggregate proceeds of which will be used (i) to pay the consideration for the merger, (ii) to repay in full all outstanding indebtedness of G&W and its subsidiaries under G&W’s existing U.S. credit facility and (iii) to pay the fees, costs and expenses related to the merger and the refinancing of G&W’s existing U.S. credit facility. The Brookfield Funds have committed to provide capital to Parent with an equity contribution of $4,027,235,093 and Lisson Grove has committed to provide capital to Parent with an equity contribution of $1,500,000,000, each subject to the terms and conditions set forth in the equity commitment letters. Credit Suisse AG, Wells Fargo Bank, National Association, Citigroup Global Markets Inc., Royal Bank of Canada, BMO Capital Markets Corp., The Bank of Nova Scotia, The Toronto-Dominion Bank, New York Branch, Barclays Bank PLC and MUFG Bank, Ltd. have committed to provide, severally but not jointly, upon the terms and subject to the conditions set forth in the debt commitment letter, acquisition debt financing in the aggregate amount of up to $3,150,000,000 (the “debt financing”), consisting of a $600,000,000 senior secured revolving credit facility and $2,550,000,000 in aggregate principal amount of senior secured term loans. The consummation of the merger is not subject to any financing conditions.

Limited Guarantees (see page [ ● ])

Subject to the terms and conditions set forth in certain limited guarantees by the Investors/Guarantors, each dated July 1, 2019 (the “limited guarantees”), the Investors/Guarantors have guaranteed the payment obligations of Parent with respect to (i) the obligation of Parent under the merger agreement to pay the reverse termination fee if the merger agreement is terminated by the Company under specified circumstances (see the section entitled “The Merger Agreement—Termination Fees and Expenses”) and (ii) Parent’s obligation to pay certain interest and expenses and certain reimbursement and indemnification obligations of Parent under the merger agreement.

The Brookfield Funds’ obligations under its limited guarantee are subject to an aggregate cap equal to an amount of $290,142,000 and Lisson Grove’s obligations under its limited guarantee are subject to an aggregate cap equal to an amount of $107,858,000.

Antitrust Reviews Required for the Merger and Other Regulatory Filings (see page [ ● ])

As further discussed in the section entitled “Antitrust Reviews Required for the Merger and Other Regulatory Filings” starting on page [●], we cannot complete the merger until certain antitrust and regulatory approvals or exemptions are received from the German and Polish regulatory authorities and the Australian Foreign Investment Review Board. The merger is also conditioned upon the U.S. Surface Transportation Board (“STB”) either (i) approving, authorizing or exempting, as the case may be, the merger and the other transactions contemplated by the merger agreement or (ii) (A) providing Parent with an informal opinion that a proposed voting trust would insulate Parent from unauthorized control of G&W until final approval, authorization or exemption has been obtained and (B) approving, authorizing or exempting the voting trustee’s control of G&W.

The parties have also agreed to submit a joint voluntary notification of the merger to the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of the Defense Production Act of 1950, as amended (the “DPA”). Approval of the merger by CFIUS is a condition to each party’s obligations to complete the merger, and the parties’ completion of the merger is therefore contingent upon approval by CFIUS (the “CFIUS approval”).

While we have no reason to believe it will not be possible to complete the antitrust and other regulatory reviews in a timely manner, there is no certainty that the antitrust and regulatory reviews will be completed within the period of time contemplated by the merger agreement or that the completion of such reviews would not be conditioned upon actions that would be materially adverse to G&W or Parent, or that a regulatory challenge to the merger will not be made.

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Material U.S. Federal Income Tax Consequences of the Merger (see page [ ● ])

The exchange of G&W common stock for cash pursuant to the merger generally will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [●]. The tax consequences of the merger to you will depend on your particular circumstances. You should consult your tax advisors regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Appraisal Rights (see page [ ● ])

Stockholders are entitled to appraisal rights under the General Corporation Law of the State of Delaware (the “DGCL”) in connection with the merger, provided that such stockholders comply with the requirements of Section 262 of the DGCL. Any stockholder who does not vote in favor of the merger proposal and who otherwise complies with the requirements of Section 262 has the right to seek appraisal of his, her or its shares of G&W common stock and to receive payment in cash for the “fair value” of his, her or its shares of G&W common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be fair value. The ultimate amount stockholders receive in an appraisal proceeding may be less than, equal to or more than the amount a stockholder would have received under the merger agreement.

To exercise appraisal rights, a stockholder must deliver a written demand for appraisal to G&W before the vote is taken on the adoption of the merger agreement, must not vote, in person or by proxy, in favor of the proposal to adopt the merger agreement and must continue to hold the shares of G&W common stock of record from the date of making the demand for appraisal through the effective time of the merger. As such, merely voting against, abstaining or failing to vote on the proposal to adopt the merger agreement will not preserve your right to appraisal under the DGCL. A stockholder’s failure to strictly comply with the procedures specified under the DGCL will result in the loss of such stockholder’s appraisal rights. See the section entitled “The Merger Proposal (Proposal 1)—Appraisal Rights” beginning on page [●] and the text of the Delaware appraisal right statute reproduced in its entirety as Annex D to this proxy statement. Only a stockholder of record may submit a demand for appraisal. If you hold your shares of G&W common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage firm or nominee. In view of the complexity of the DGCL, stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors promptly.

Expected Timing of the Merger

We expect to complete the merger by the end of 2019 or in early 2020. However, the merger is subject to antitrust and regulatory reviews and various other conditions, and it is possible that factors outside of the control of G&W or Parent could result in the merger being completed at a later time, or not at all. There may be a substantial amount of time between the special meeting and the completion of the merger. We expect to complete the merger promptly following the receipt of all required clearances and approvals and the satisfaction or, to the extent permitted, waiver of the other conditions to the consummation of the merger.

Non-Solicitation of Acquisition Proposals (see page [ ● ])

Until the earlier of the effective time and the valid termination of the merger agreement, G&W is subject to restrictions on its ability (i) to solicit third party proposals relating to alternative transactions and (ii) to provide information to and engage in discussions or negotiations with a third party in relation to an alternative transaction (subject to certain exceptions prior to the approval of the merger proposal by G&W stockholders at the special

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meeting). Specifically, G&W will not, will cause its subsidiaries not to and will use its reasonable best efforts to cause its and their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other advisors or representatives not to, directly or indirectly:

G&W agreed that immediately following the execution of the merger agreement, G&W would, and would cause each of its subsidiaries and use its reasonable best efforts to cause its and their representatives to, cease any solicitations, discussions or negotiations with any person in connection with any acquisition proposal, in each case, that existed as of the date of the merger agreement. G&W also agreed that following the execution of the merger agreement it would promptly (i) request that each person (other than Parent and Merger Sub and their respective representatives) who had executed a confidentiality agreement prior to the date of the merger agreement in connection with a potential acquisition of G&W return or destroy all confidential information furnished to such person by or on behalf of G&W or any of its subsidiaries prior to the date of the merger agreement and (ii) terminate access to any physical or electronic data room maintained by or on behalf of G&W or any of its subsidiaries.

However, notwithstanding the foregoing non-solicitation restrictions and G&W’s obligations under the merger agreement relating to the special meeting, prior to obtaining the approval of the merger proposal by the G&W stockholders at the special meeting, we may (i) contact and engage in any negotiations or discussions with any person and its representatives who has made an acquisition proposal after the date of the merger agreement that did not result from a breach of the non-solicitation restrictions described above and (ii) provide access to G&W’s or any of its subsidiaries’ properties, books and records and provide information and data in response to a request therefor by any person who has made a bona fide acquisition proposal that did not result from a breach of the non-solicitation restrictions described above, if the G&W Board (A) determines in good faith, after consultation with its outside legal counsel and financial advisor(s), that such acquisition proposal constitutes or could reasonably be expected to constitute, result in or lead to a superior proposal, (B) determines in good faith, after consultation with its outside legal counsel, that the failure to provide such access or engage in such negotiations or discussions would be reasonably likely to be inconsistent with its fiduciary duties, and (C) has received an acceptable confidentiality agreement from such person; provided that G&W must provide to Parent and Merger Sub any material non-public information or data that is provided to any person given such access that was not previously made available to Parent or Merger Sub prior to or substantially concurrently with the time it is provided to such person (and in any event within 24 hours).

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Conditions to the Closing of the Merger (see page [ ● ])

Each party’s obligation to effect the merger is subject to the satisfaction or waiver of various conditions, including the following:

Termination of the Merger Agreement (see page [ ● ])

G&W or Parent may terminate the merger agreement under the following circumstances:

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G&W may terminate the merger agreement by written notice to Parent:

Parent may terminate the merger agreement by written notice to G&W:

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Termination Fees and Expenses (see page [ ● ])

Upon termination of the merger agreement, under certain specified circumstances, G&W may be required to pay a termination fee of $194,000,000 to Parent pursuant to the terms and conditions of the merger agreement. Upon termination of the merger agreement, under certain specified circumstances, Parent may be required to pay G&W a reverse termination fee of $388,000,000 pursuant to the terms and conditions of the merger agreement. See the section entitled “The Merger Agreement—Termination Fees and Expenses” beginning on page [●] for a discussion of the circumstances under which either party will be required to pay a termination fee.

Directors’ and Officers’ Indemnification and Insurance (see page [ ● ])

For a period of six years from the effective time, the surviving corporation will maintain in effect provisions in the surviving corporation’s organizational documents related to indemnification and advancement of expenses and exculpation of former or present directors and officers that are no less favorable to such directors and officers than those set forth in G&W’s organizational documents as of the date of the merger agreement. Additionally, for a period of six years, Parent will maintain, or will cause the surviving corporation to maintain, either G&W’s existing directors’ and officers’ insurance policies or insurance policies for the directors and officers that are no less favorable than G&W’s existing directors’ and officers’ insurance policies. In lieu of maintaining such current policies, Parent may direct G&W to purchase a six-year prepaid “tail policy” containing terms and conditions that are no less advantageous in the aggregate to the insured than the current policies of G&W’s directors’ and officers’ liability insurance and fiduciary liability insurance, subject to the cost limitations set forth in the merger agreement, and Parent will cause the surviving corporation to maintain such “tail policy” in full force and effect.

Delisting and Deregistration of G&W Class A Common Stock (see page [ ● ])

As promptly as practicable following the completion of the merger, G&W Class A common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Market Prices of G&W Class A Common Stock (see page [ ● ])

On March 8, 2019, the last trading day prior to initial media speculation of a potential transaction involving G&W, the closing price per share of G&W Class A common stock on the NYSE was $80.28. The closing price of G&W Class A common stock on the NYSE on [●], 2019, the most recent practicable date prior to the filing of this proxy statement, was $[●] per share. You are encouraged to obtain current market prices of G&W common stock in connection with voting your shares of G&W common stock.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following are brief answers to certain questions that you may have regarding the merger, the special meeting and the proposals being considered at the special meeting. We urge you to carefully read the remainder of this proxy statement because the information in this section does not provide all of the information that might be important to you with respect to the merger and the special meeting. Additional important information is also contained in the annexes attached to this proxy statement and the documents referred to or incorporated by reference into this proxy statement.

You are also being asked to vote on a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by G&W to its named executive officers that is based on or otherwise relates to the merger and on a proposal to adjourn the special meeting, from time to time, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the merger proposal if there are insufficient votes at the time of the special meeting to approve the merger proposal.

This proxy statement, which you should read carefully, contains important information about the merger, the merger agreement, the special meeting of our stockholders and the matters to be voted on thereat. The enclosed materials allow you to submit a proxy to vote your shares without attending the special meeting and to ensure that your shares are represented and voted at the special meeting.

Your vote is very important. Even if you plan to attend the special meeting, we encourage you to submit a proxy as soon as possible.

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Stockholders may also be asked to transact such other business as may properly be brought before the special meeting or any adjournments or postponements of the special meeting, by or at the direction of the G&W Board with the consent of Parent.

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As of the record date for the special meeting, the directors and executive officers of G&W owned, in the aggregate, [●] shares of G&W Class A common stock and [●] shares of G&W Class B common stock, representing [●]% of the voting power of G&W common stock entitled to vote at the special meeting.

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Even if you plan to attend the special meeting, we encourage you to submit a proxy in advance by Internet, telephone or mail so that your shares will be represented and voted at the special meeting if you later decide not to attend the special meeting. Telephone and Internet facilities for the submission of a proxy to vote shares will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on [●], 2019 for the voting of shares held by stockholders of record or held in “street name” and will close at 11:59 p.m. Eastern Time on [●], 2019 for the voting of shares held by participants in our stock purchase plan. Proxy cards mailed with respect to shares held by stockholders of record or held in “street name” must be received no later than [●], 2019 in order to be counted in the vote. Proxy cards mailed with respect to shares held by participants in our stock purchase plan must be received no later than [●], 2019 in order to be counted in the vote.

If you properly sign and return your proxy card or submit your proxy by telephone or through the Internet but do not include instructions on how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted as recommended by the G&W Board with respect to the merger proposal, the named executive officer merger-related compensation proposal and the adjournment proposal and, accordingly, will have the same effect as a vote “FOR” each such proposal.

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If you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy in person at the special meeting if you obtain a proxy, executed in your favor, from the stockholder of record (broker, bank or other nominee) giving you the right to vote the shares.

If you submit a proxy or provide instructions to vote your shares and do not thereafter revoke such proxy or change such instructions in accordance with one of the methods set forth above, your shares will be represented and voted at the special meeting.

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You will have the right to receive the merger consideration if the merger proposal is approved and the merger is completed even if your shares are not voted at the special meeting. However, if your shares are not voted at the special meeting, it will have the same effect as a vote “AGAINST” the merger proposal.

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Failure to strictly comply with all procedures required by Section 262 of the DGCL will result in a loss of your right to appraisal. We encourage you to read these provisions carefully and in their entirety and, in view of their complexity, to promptly consult with your legal and financial advisors if you wish to pursue your appraisal rights in connection with the merger.

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Stock Units . Immediately prior to the effective time, except as otherwise agreed to in writing between a holder and Parent, each outstanding G&W deferred stock unit, restricted stock unit (other than a PSU), phantom stock unit, restricted share or similar stock right (in each case, a “Stock Unit”) will automatically become immediately vested, and each Stock Unit will be cancelled and the holder will be entitled to receive, at or promptly following the effective time, an amount in cash, without interest and less any applicable withholding taxes, equal to (x) the total number of shares subject to the Stock Unit immediately prior to the effective time multiplied by (y) $112.00, payable in a lump sum through G&W’s payroll system or by check as soon as reasonably practicable after the effective time.

PSUs . Immediately prior to the effective time, except as otherwise agreed to in writing between a holder and Parent, each outstanding G&W performance-based restricted stock unit (“PSU”) will automatically become immediately vested, and each PSU will be cancelled, with the holder being entitled to receive an amount in cash, without interest and less any applicable withholding taxes, equal to (i) with respect to each PSU with a performance period beginning January 1, 2019 and ending December 31, 2021, (A) if the effective time occurs prior to January 1, 2020, an amount in cash, without interest and less any applicable withholding taxes, equal to (x) the total number of shares subject to the PSU immediately prior to the effective time, calculated based on target-level performance, multiplied by (y) $112.00 and (B) if the effective time occurs on or after January 1, 2020, an amount in cash equal to (x) the total number of shares subject to the PSU as of immediately prior to the effective time, calculated based on actual-level performance, calculated with the applicable performance period running through the date of the Company’s most recently completed quarterly financial results prior to the closing, pursuant to and in accordance with the terms of such PSU, multiplied by (y) $112.00, and (ii) with respect to all other PSUs, an amount in cash, without interest and less any applicable withholding taxes, equal to (x) the total number of shares subject to the PSU immediately prior to the effective time, calculated based on actual performance achieved, in accordance with the terms of each PSU, multiplied by (y) $112.00.

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Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

or

Genesee & Wyoming Inc.

20 West Avenue

Darien, Connecticut 06820

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations and businesses of the Company. Some of these statements can be identified by terms and phrases such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “could,” “should,” “may,” “plan,” “project,” “predict” and similar expressions. The Company cautions readers of this communication that such “forward-looking statements,” including without limitation, those relating to the merger being completed within the anticipated timeframe or at all, the realization of the expected benefits of the merger, the Company’s future business prospects, revenue, working capital, liquidity, capital needs, interest costs and income, wherever they occur in this communication or in other statements attributable to the Company, are not guarantees of future performance, are necessarily estimates reflecting the judgment of the Company’s senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the “forward-looking statements.”

Factors that could cause the Company’s actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

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Consequently, all of the forward-looking statements that we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including (1) the information contained under this caption, and (2) the information contained under the captions “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and information in our consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K filed with the SEC on February 26, 2019 and in the Company’s Quarterly Report on Form 10-Q filed on May 9, 2019. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

The Company’s forward-looking statements speak only as of the date of this communication or as of the date they are made. The Company disclaims any intent or obligation to update any “forward-looking statement” made in this communication to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

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THE PARTIES TO THE MERGER

The Company

Genesee & Wyoming Inc.

20 West Avenue

Darien, Connecticut 06820

(203) 202-8900

Genesee & Wyoming Inc. owns or leases 120 freight railroads organized in eight locally managed operating regions with approximately 8,000 employees serving 3,000 customers.

Our 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.

Our Class A common stock is traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “GWR”. G&W’s headquarters are located at 20 West Avenue, Darien, Connecticut 06820 and our telephone number is (203) 202-8900. Our corporate web address is www.gwrr.com. The information provided on the G&W website is not part of this proxy statement and is not incorporated in this proxy statement by reference or by any other reference to G&W’s website provided in this proxy statement.

Additional information about G&W is contained in our public filings with the U.S. Securities and Exchange Commission (the “SEC”), which filings are incorporated by reference herein. See the section entitled “Where You Can Find Additional Information.”

Parent

DJP XX, LLC

c/o Brookfield Infrastructure Group

Brookfield Place, 181 Bay Street, Suite 300

Toronto, Ontario, Canada M5J 2T3

Parent is a Delaware limited liability company that was formed on April 10, 2015 and exists solely for the purpose of entering into the merger agreement and related agreements and completing the merger and the other transactions contemplated thereby. Parent has not conducted any business operations other than in connection with the transactions contemplated by the merger agreement and the related agreements on or prior to the date of this proxy statement. Upon completion of the merger, G&W will be a wholly-owned subsidiary of Parent. Parent’s principal executive offices are located at c/o Brookfield Infrastructure Group, Brookfield Place, 181 Bay Street, Suite 300 and its telephone number is +1 416 363 9491.

Merger Sub

MKM XXII Corp.

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c/o Brookfield Infrastructure Group

Brookfield Place, 181 Bay Street, Suite 300

Toronto, Ontario, Canada M5J 2T3

Merger Sub, a Delaware corporation and a wholly-owned subsidiary of Parent, was incorporated on April 10, 2015 and exists solely for the purpose of engaging in the transactions contemplated by the merger agreement. Merger Sub has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its incorporation and activities undertaken in connection with Parent’s acquisition of G&W. Upon completion of the merger, Merger Sub will merge with and into G&W, and Merger Sub will cease to exist. Merger Sub’s principal executive offices are located at c/o Brookfield Infrastructure Group, Brookfield Place, 181 Bay Street, Suite 300 and its telephone number is +1 416 363 9491.

In connection with the merger and the other transactions contemplated by the merger agreement, the Brookfield Funds and Lisson Grove have committed to capitalize Parent, on the date of the closing of the merger, with an aggregate equity subscription of up to $5.527 billion, subject to the terms and conditions of the equity commitment letters. Brookfield Infrastructure is a leading global infrastructure company that owns and operates high quality, long-life assets in the utilities, transport, energy and data infrastructure sectors across North and South America, Asia Pacific and Europe. Brookfield Infrastructure is the flagship listed infrastructure company of Brookfield Asset Management, a leading global alternative asset manager with over $365 billion of assets under management. Lisson Grove is a private limited company affiliated with GIC SI, the private equity investment arm of GIC. GIC is a leading global investment firm established in 1981 to manage Singapore’s foreign reserves. GIC has investments across a wide range of asset classes, including real estate, private equity, equities and fixed income. GIC’s principal executive offices are located at 168 Robinson Road, #37-01 Capital Tower, Singapore 068912 and its telephone number is +(65) 6889-8888.

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THE SPECIAL MEETING

This proxy statement is being provided to G&W stockholders as part of a solicitation by the G&W Board of proxies for use at the special meeting, to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement of the special meeting.

Date, Time and Place

The special meeting is scheduled to be held at [●] on [●], [●] at [●], Eastern Time.

Purpose of the Special Meeting

At the special meeting, G&W stockholders will be asked to consider and vote on the following proposals:

Stockholders may also be asked to transact such other business as may properly be brought before the special meeting, or any adjournments or postponements of the special meeting, by or at the direction of the G&W Board with the consent of Parent.

The holders of 66 2/3% of the voting power of the outstanding shares of G&W common stock as of the close of business on the record date must vote to adopt the merger agreement at a special meeting as a condition to the completion of the merger. If the G&W stockholders fail to approve the merger proposal, the merger will not occur. The vote on the named executive officer merger-related compensation proposal is a vote separate and apart from the vote to approve the merger proposal. Accordingly, a stockholder may vote to approve the merger proposal and vote not to approve the named executive officer merger-related compensation proposal, and vice versa. Because the vote on the named executive officer merger-related compensation proposal is only advisory in nature, it will not be binding on G&W, Parent or the surviving corporation. Accordingly, because G&W is contractually obligated to pay such merger-related compensation, the compensation will be payable, subject only to the conditions applicable thereto, if the merger proposal is approved, regardless of the outcome of the advisory vote.

Other than the matters described above, G&W does not expect a vote to be taken on any other matters at the special meeting or any adjournment or postponement thereof, and G&W has agreed in the merger agreement that no other matters (other than customary procedural matters) shall be brought before the special meeting. However, if any other matters are properly brought before the special meeting or any adjournment or postponement thereof for consideration, the holders of the proxies will have discretion to vote on such matters in accordance with their best judgment.

Recommendation of the G&W Board

The G&W Board has unanimously determined that the merger, the merger agreement and the other transactions contemplated by the merger agreement, are advisable, fair to and in the best interests of G&W and

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its stockholders and has unanimously approved and declared advisable the merger, the merger agreement and the other transactions contemplated by the merger agreement. The G&W Board made its determination after consultation with its outside legal counsel and financial advisors and consideration of a number of factors more fully described in the section entitled “The Merger Proposal (Proposal 1)—Recommendation of the G&W Board and Reasons for the Merger” beginning on page [●].

The G&W Board unanimously recommends that the G&W stockholders vote “FOR” the merger proposal, “FOR” the named executive officer merger-related compensation proposal and “FOR” the adjournment proposal.

Record Date; Stockholders Entitled to Vote

Only holders of record of G&W common stock at the close of business on [●], 2019, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting.

Holders of record of G&W Class A common stock are entitled to one vote for each share of G&W Class A common stock they own of record at the close of business on the record date and holders of record of G&W Class B common stock are entitled to ten votes for each share of G&W Class B common stock they own of record at the close of business on the record date. At the close of business on the record date, [●] shares of G&W Class A common stock were issued and outstanding, held by approximately [●] holders of record and representing [●] votes, and [●] shares of G&W Class B common stock were issued and outstanding, held by approximately [●] holders of record and representing [●] votes.

Quorum

Under our bylaws, the presence at the special meeting, in person or by proxy, of the holders of a majority in voting power of the shares of G&W common stock issued and outstanding at the close of business on the record date and entitled to vote at the special meeting will constitute a quorum. There must be a quorum for business to be conducted at the special meeting. Failure of a quorum to be represented at the special meeting will necessitate an adjournment or postponement of the special meeting and may subject G&W to additional expense.

If you attend the special meeting or if you submit (and do not thereafter revoke) a proxy by duly executing and returning a proxy card or by telephone or through the Internet, even if you abstain from voting, your shares of G&W common stock will be counted for purposes of determining whether a quorum is present at the special meeting. In the event that a quorum is not present at the special meeting or additional votes must be solicited to adopt the merger agreement, the meeting may be adjourned or postponed to solicit additional proxies.

Required Vote

The approval of the merger proposal requires the affirmative vote of the holders of 66 2/3% of the voting power of the shares of G&W common stock outstanding at the close of business on the record date.

Assuming a quorum is present, approval of the named executive officer merger-related compensation proposal (on a non-binding basis) requires the vote of the holders of a majority in voting power of the shares of G&W common stock present in person or represented by proxy at the special meeting.

Assuming a quorum is present, approval of the adjournment proposal requires the vote of the holders of a majority in voting power of the shares of G&W common stock present in person or represented by proxy at the special meeting.

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Abstentions and Broker Non-Votes

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. At the special meeting, abstentions will be counted as present for purposes of determining whether a quorum exists. Abstaining from voting will have the same effect as a vote “AGAINST” the merger proposal, the named executive officer merger-related compensation proposal and the adjournment proposal.

If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will have the same effect as a vote “FOR” the merger proposal, the named executive officer merger-related compensation proposal and the adjournment proposal.

Broker non-votes are shares held in “street name” by brokers, banks and other nominees that are present or represented by proxy at the special meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Because, under NYSE rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of shares of G&W common stock held in “street name” does not give voting instructions to the broker, bank or other nominee, then those shares will not be permitted under NYSE rules to be voted at the special meeting, and thus will not be counted as present in person or by proxy at the special meeting. The vote to approve the merger proposal is based on the total number of shares of G&W common stock outstanding at the close of business on the record date, not just the shares that are counted as present in person or by proxy at the special meeting. As a result, if you fail to issue voting instructions to your broker, bank or other nominee, it will have the same effect as a vote “AGAINST” the merger proposal, but will have no effect on the approval of the named executive officer merger-related compensation proposal or the adjournment proposal.

Failure to Vote

If you are a stockholder of record and you do not sign and return your proxy card by mail or vote over the Internet, by telephone or in person at the special meeting, your shares will not be voted at the special meeting, will not be counted as present in person or by proxy at the special meeting and will not be counted as present for purposes of determining whether a quorum exists.

As discussed above, under NYSE rules, brokers and other record holders do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. Accordingly, if you are the beneficial owner of shares held in “street name” and you do not issue voting instructions to your broker, bank or other nominee, your shares will not be voted at the special meeting and will not be counted as present in person or by proxy at the special meeting or counted as present for purposes of determining whether a quorum exists.

A failure to vote will have no effect on the outcome of the named executive officer merger-related compensation proposal or the adjournment proposal, assuming that a quorum exists. However, the vote to approve the merger proposal is based on the total number of shares of G&W common stock outstanding at the close of business on the record date, not just the shares that are counted as present in person or by proxy at the special meeting. As a result, if you fail to vote your shares, it will have the same effect as a vote “AGAINST” the merger proposal.

Voting by G&W’s Directors and Executive Officers

At the close of business on the record date, directors and executive officers of G&W and their affiliates were entitled to vote [●] shares of G&W Class A common stock and [●] shares of G&W Class B common stock, representing [●]% of the voting power of G&W common stock entitled to vote at the special meeting. G&W’s directors and executive officers have informed us that they intend to vote their shares in favor of the merger proposal and the other proposals to be considered at the special meeting, although none of G&W’s directors and executive officers is obligated to do so.

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Voting at the Special Meeting

If your shares are registered directly in your name with our transfer agent, you are considered a “stockholder of record.” Stockholders of record can vote their shares of G&W common stock in the following four ways: (i) by indicating your vote by completing, signing and dating the proxy card where indicated and by mailing or otherwise returning the card in the envelope that will be provided to you, (ii) by submitting your proxy by telephone by dialing the toll-free number 1-800-690-6903, (iii) by submitting your proxy over the Internet by going to www.proxyvote.com or (iv) by attending the special meeting and voting your shares in person. Even if you plan to attend the special meeting, G&W encourages you to submit a proxy in advance by Internet, telephone or mail so that your shares will be represented and voted at the special meeting if you later decide not to attend the special meeting. Telephone and Internet facilities for the submission of a proxy to vote shares will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on [●], 2019 for the voting of shares held by stockholders of record or held in “street name” and will close at 11:59 p.m. Eastern Time on [●], 2019 for the voting of shares held by participants in our stock purchase plan. Proxy cards mailed with respect to shares held by stockholders of record or held in “street name” must be received no later than [●], 2019 in order to be counted in the vote. Proxy cards mailed with respect to shares held by participants in our stock purchase plan must be received no later than [●], 2019 in order to be counted in the vote.

If your shares are held by your broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name” and you will receive a form from your broker, bank or other nominee seeking instruction from you as to how your shares should be voted. You should instruct your broker, bank or other nominee how to vote your shares on each proposal in accordance with your voting instruction form. If you beneficially own your shares and receive a voting instruction form, you can vote by following the instructions on your voting instruction form. Please refer to information from your bank, broker or other nominee on how to submit voting instructions. Stockholders who hold their shares in “street name” are not able to vote at the special meeting unless they have a “legal proxy,” executed in their favor, from the stockholder of record (broker, bank or other nominee) giving them the right to vote the shares at the special meeting.

Stockholders who are entitled to vote at the special meeting may attend the special meeting. You will need to demonstrate that you were a stockholder on the record date to be admitted to the meeting and bring proof of identification along with your notice of the special meeting or proof of ownership. If your shares are held in the name of your bank, broker or through our stock purchase plan or other holder of record, you will also need to bring evidence of your beneficial stock ownership, though shares held through our stock purchase plan cannot be voted in person at the annual meeting. If you do not have proof that you owned G&W common stock as of the record date, you may not be admitted to the meeting.

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Revocation of Proxies

You can change or revoke your proxy at any time before the final vote at the special meeting. If you are the stockholder of record, you may change or revoke your proxy by:

If you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy in person at the special meeting if you obtain a proxy, executed in your favor, from the stockholder of record (broker, bank or other nominee) giving you the right to vote the shares.

If you submit a proxy or provide instructions to vote your shares and do not thereafter revoke such proxy or change such instructions in accordance with one of the methods set forth above, your shares will be represented and voted at the special meeting in accordance with your instructions.

Solicitation of Proxies

The G&W Board is soliciting your vote, and G&W will bear the cost of soliciting proxies. Innisfree M&A Incorporated has been retained to assist with the solicitation of proxies. Innisfree M&A Incorporated will be paid approximately $25,000, plus certain additional per-service fees, and will be reimbursed for certain fees and expenses for these and other advisory services in connection with the special meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks and other nominees to the beneficial owners of shares of G&W common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by Innisfree M&A Incorporated or, without additional compensation, by certain of G&W’s directors, officers and employees.

Adjournment

In addition to the merger proposal and the named executive officer merger-related compensation proposal, G&W stockholders are also being asked to approve the adjournment proposal, which will enable the adjournment of the special meeting for the purpose of soliciting additional votes in favor of the merger proposal if there are not sufficient votes at the time of the special meeting to approve the merger proposal. If a quorum is not present, the person presiding at the special meeting may adjourn the special meeting from time to time until a quorum is present. If the adjournment is for more than 30 days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, stockholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the proposals. If you return a proxy and do not indicate how you wish to vote on the adjournment proposal, your shares will be voted in favor of the adjournment proposal.

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The G&W Board unanimously recommends a vote “FOR” the adjournment proposal, if necessary or appropriate, to solicit additional proxies.

THE MERGER PROPOSAL

(PROPOSAL 1)

The discussion of the merger in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and hereby is incorporated by reference into this proxy statement.

Structure of the Merger

Subject to the terms and conditions of the merger agreement and in accordance with the DGCL, at the effective time, Merger Sub will merge with and into G&W, the separate corporate existence of Merger Sub will cease and G&W will survive the merger as a wholly-owned subsidiary of Parent.

What Stockholders Will Receive in the Merger

At the effective time, each outstanding share of G&W common stock (other than excluded shares) will be automatically converted into the right to receive $112.00 in cash, without interest and subject to any applicable withholding taxes. After the merger is completed, holders of shares of G&W common stock will have only the right to receive a cash payment in respect of their shares of G&W common stock, and will no longer have any rights as holders of G&W common stock, including voting or other rights. Shares of G&W common stock held by us or by Parent, Merger Sub or any of our or Parent’s wholly-owned subsidiaries, in each case, not held on behalf of third parties, immediately prior to the effective time will be cancelled at the effective time.

Treatment of G&W Equity Awards

Stock Options . Immediately prior to the effective time, except as otherwise agreed to in writing between a holder and Parent, each outstanding option to purchase shares of G&W common stock will automatically become immediately vested and be cancelled and the holder will be entitled to receive an amount in cash, without interest and less any applicable withholding taxes, equal to (i) the number of shares subject to the option multiplied by (ii) the excess, if any, of $112.00 over the exercise price per share of the option, payable in a lump sum through G&W’s payroll system or by check as soon as reasonably practicable after the effective time.

Stock Units . Immediately prior to the effective time, except as otherwise agreed to in writing between a holder and Parent, each outstanding G&W deferred stock unit, restricted stock unit (other than a PSU), phantom stock unit, restricted share or similar stock right (in each case, a “Stock Unit”) will automatically become immediately vested, and each Stock Unit will be cancelled and the holder will be entitled to receive, at or promptly following the effective time, an amount in cash, without interest and less any applicable withholding taxes, equal to (x) the total number of shares subject to the Stock Unit immediately prior to the effective time multiplied by (y) $112.00, payable in a lump sum through G&W’s payroll system or by check as soon as reasonably practicable after the effective time.

PSUs . Immediately prior to the effective time, except as otherwise agreed to in writing between a holder and Parent, each outstanding G&W performance-based restricted stock unit (“PSU”) will automatically become immediately vested, and each PSU will be cancelled, with the holder being entitled to receive an amount in cash, without interest and less any applicable withholding taxes, equal to (i) with respect to each PSU with a performance period beginning January 1, 2019 and ending December 31, 2021, (A) if the effective time occurs prior to January 1, 2020, an amount in cash, without interest and less any applicable withholding taxes, equal to (x) the total number of shares subject to the PSU immediately prior to the effective time, calculated based on target-level performance, multiplied by (y) $112.00 and (B) if the effective time occurs on or after January 1, 2020, an amount in cash equal to (x) the total number of shares subject to the PSU as of immediately prior to the effective time, calculated based on actual-level performance, calculated with the applicable performance period running through the date of the Company’s most recently completed quarterly financial results prior to the

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closing, pursuant to and in accordance with the terms of such PSU, multiplied by (y) $112.00, and (ii) with respect to all other PSUs, an amount in cash, without interest and less any applicable withholding taxes, equal to (x) the total number of shares subject to the PSU immediately prior to the effective time, calculated based on actual performance achieved, in accordance with the terms of each PSU, multiplied by (y) $112.00.

ESPPs . With respect to the Amended and Restated Genesee & Wyoming Inc. Employee Stock Purchase Plan (the “stock purchase plan”), (i) the stock purchase plan will terminate immediately prior to the effective time and no further rights will be granted or exercised under the stock purchase plan, (ii) no enrollment for offering periods will be commenced on or after the date of the merger agreement, (iii) if the closing occurs prior to the end of the current offering period, a new exercise date will be set under the stock purchase plan, which date will be the business day immediately prior to the anticipated closing date, (iv) participants in the stock purchase plan may not alter their payroll deductions from those in effect on the date of the merger agreement (other than to discontinue participation in the stock purchase plan) and (v) the amount of the accumulated contributions of each participant under the stock purchase plan as of immediately prior to the effective time will, to the extent not used to purchase shares of common stock, be refunded to such participant as promptly as reasonably practicable following the effective time (without interest).

Effects on G&W if the Merger Is Not Completed

If the merger proposal is not approved by G&W stockholders or if the merger is not completed for any other reason, G&W stockholders will not receive any payment for their shares in connection with the merger. Instead, G&W will remain an independent public company and shares of G&W Class A common stock will continue to be listed and traded on the NYSE. In addition, if the merger is not completed, G&W expects that management will operate G&W’s business in a manner similar to that in which it is being operated today and that G&W stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the competitive industry in which G&W operates and adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, it is likely that the price of G&W’s common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of G&W’s common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of G&W common stock. If the merger is not completed, the G&W Board will continue to evaluate and review G&W’s business operations, properties, share buyback policy and capitalization, among other things, make such changes as are deemed appropriate, and continue to seek to identify strategic alternatives to enhance stockholder value. If the merger proposal is not approved by G&W stockholders or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to G&W will be offered or that G&W’s business, prospects or results of operation will not be adversely impacted.

Further, upon termination of the merger agreement, under certain specified circumstances, G&W may be required to pay a termination fee of $194,000,000 to Parent pursuant to the terms and conditions of the merger agreement. Upon termination of the merger agreement, under certain specified circumstances, Parent may be required to pay G&W a reverse termination fee of $388,000,000 pursuant to the terms and conditions of the merger agreement. See the section entitled “The Merger Agreement—Termination Fees and Expenses” beginning on page [●] for a discussion of the circumstances under which either party will be required to pay a termination fee.

Background of the Merger

On an ongoing basis, G&W and the G&W Board, together with their legal and financial advisors, have reviewed and evaluated strategic opportunities and alternatives with a view to enhancing stockholder value. Such

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opportunities and alternatives included, among other things, remaining as a stand-alone entity, acquisitions of railroads and other companies or businesses in the industries in which G&W operates, dispositions of one or more of G&W’s businesses, stock repurchases and other transactions.

As part of these ongoing evaluations, BofA Merrill Lynch and Morgan Stanley have periodically met with the G&W Board and G&W’s management and advised G&W with respect to such strategic opportunities and alternatives. G&W has had a longstanding relationship with each of BofA Merrill Lynch and Morgan Stanley and retained BofA Merrill Lynch and Morgan Stanley to act as its financial advisors in connection with the proposed merger. G&W selected each of BofA Merrill Lynch and Morgan Stanley based on its respective experience in transactions similar to the merger, qualifications, expertise and reputation and its knowledge of G&W and its business and the industries in which G&W conducts its business. Each of BofA Merrill Lynch and Morgan Stanley, as part of its respective investment banking business, is continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, leveraged buyouts and other transactions, as well as for corporate initiatives and other purposes.

In early October 2017, the G&W Board held a regularly scheduled retreat with members of G&W’s senior management in attendance to discuss and update G&W’s strategic plan. The discussions covered a wide range of topics and addressed, among other matters, macroeconomic factors and factors specific to G&W’s business that have affected or could affect G&W’s performance, potential acquisitions and investments of various sizes (noting in particular the recent acquisition of Florida East Coast Railway by Grupo Mexico and the consideration paid in such transaction), initiatives to improve operational efficiency, risks to achieving G&W’s strategic plan and the growth of infrastructure funds. At various times during and at the conclusion of the meetings (and consistent with its typical practice), the G&W Board met first in executive session without members of management present, other than Jack Hellmann, G&W’s chief executive officer and chairman of the G&W Board, and then met in an independent session, without Mr. Hellmann present. Following these discussions, and in furtherance of the G&W Board’s efforts to broadly assess value maximizing alternatives available to G&W, the G&W Board instructed members of G&W’s senior management to confer with BofA Merrill Lynch and Morgan Stanley and begin a more formal review of potential strategic alternatives for review at the following meeting of the G&W Board.

In late October and early November 2017, the G&W Board held a series of meetings with members of G&W’s senior management and representatives of each of BofA Merrill Lynch, Morgan Stanley and Simpson Thacher & Bartlett LLP (“Simpson Thacher”), G&W’s outside counsel, in attendance. At these meetings, among other things, a representative of Simpson Thacher reviewed with the G&W Board its fiduciary duties in the context of a review of strategic alternatives. Representatives of BofA Merrill Lynch and Morgan Stanley reviewed with the G&W Board various preliminary financial analyses based on G&W’s then-current strategic plan, the state of the rail industry generally, G&W’s share price performance, potential drivers of growth and potential strategic alternatives available to G&W, including continuing to operate as a standalone public company, returning capital to stockholders (including via a debt financed buyback or special dividend), portfolio realignment (including via sales of certain existing businesses) and a potential sale of G&W. With respect to a potential sale of G&W, BofA Merrill Lynch and Morgan Stanley provided the G&W Board their views as to the potential bidders that would likely have both the interest and financial capability to engage in a potential acquisition of G&W, as well as the risks and benefits of reaching out to multiple potential bidders. BofA Merrill Lynch and Morgan Stanley highlighted both financial investors, with an emphasis on large infrastructure investors, as well as strategic buyers (including competitors of G&W), noting likely interest, financial capability and potential impediments or challenges associated with such parties pursuing a potential acquisition of G&W. The financial advisors also noted prior or current engagements or relationships between the applicable financial advisor and the potential bidders during an October 25, 2017 meeting of the G&W Board. Subsequently, at the conclusion of the meeting of the G&W Board held on November 1, 2017, the G&W Board directed members of G&W’s senior management and BofA Merrill Lynch and Morgan Stanley to commence discussions with a targeted group of large infrastructure investors. The targeted group was selected based on their higher likelihood of interest, their ability to pay a higher price than other financial investors because of their lower cost of capital

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and the likelihood that a potential sale involving such investors would have fewer regulatory or commercial challenges than a transaction with certain strategic competitors. The G&W Board determined that speaking to this targeted group to explore a potential sale would help the G&W Board better assess G&W’s valuation in a potential sale transaction and, therefore, the relative desirability of that particular strategic alternative.

In early November 2017, representatives of BofA Merrill Lynch and Morgan Stanley, on behalf of G&W and consistent with the G&W Board’s directives, began to reach out to prospective buyers. Twelve prospective bidders were contacted, including (1) Brookfield, (2) GIC SI, (3) the infrastructure group of a U.S.-based private equity firm (“Party A”), (4) a U.S.-based infrastructure private equity firm (“Party B”), (5) the infrastructure group of a non-U.S. private equity firm (“Party C”) and (6) a U.S.-based infrastructure private equity firm (“Party D”). Of those contacted, nine prospective bidders, including Brookfield, GIC SI, Party A, Party C and Party D, expressed interest and executed confidentiality agreements. Such confidentiality agreements included a prohibition on the counterparty contacting debt or equity financing sources without G&W’s prior approval, as well as a standstill provision, key provisions of which (including a prohibition on making private acquisition proposals to G&W) would automatically expire in the event G&W were to enter into a definitive agreement relating to certain extraordinary transactions, including the transactions contemplated by the merger agreement.

On November 16, 2017, the G&W Board met with members of G&W’s senior management and representatives of each of BofA Merrill Lynch, Morgan Stanley and Simpson Thacher to discuss the status of the “market check”, the engagement with the bidders to date and the potential formation of various consortia among the bidders contacted by BofA Merrill Lynch and Morgan Stanley based on the benefits and detriments of combining certain bidders, including the bidders’ stated preferences, the effect on potential regulatory matters and their likely capital needs.

On November 20, 2017, Mr. Hellmann had a discussion with a U.S.-based railroad holding company (“Party E”) at such party’s request, to discuss Party E’s view of the possibility of a strategic combination between Party E and G&W. Party E had not submitted a proposal or otherwise provided any details on the principal terms, structure or financing of such a strategic combination. Mr. Hellmann informed Party E that any specific proposal that would be value enhancing for G&W’s stockholders would be reviewed by the G&W Board.

Over the course of November and early December 2017, each of the potential bidders that signed a confidentiality agreement conducted due diligence and was provided with a “confidential information package” containing details of G&W’s operations and a financial model and participated in its own presentation by G&W management. The bidders were asked to submit written preliminary indications of interest by December 20, 2017 should they wish to continue exploring a potential acquisition of G&W.

On December 20, 2017, written preliminary indications of interest were submitted by Party D, a consortium consisting of Brookfield and a non-U.S. pension fund manager and a consortium consisting of Party C, GIC SI and a non-U.S. pension fund manager. The written indications of interest received valued G&W at prices between $90 and $100 per share of G&W common stock in cash and were subject to, among other qualifications, completing due diligence and obtaining financing commitments. Prior to the December 20 ^th bid submission deadline, a consortium consisting of Party A and a non-U.S. pension fund manager orally indicated that they believed the valuation they were contemplating would not be viewed favorably by the G&W Board and, therefore, did not intend to submit a formal indication of interest. The price per share of G&W common stock as of the close of trading on December 20, 2017 was $78.71.

On December 21, 2017, the G&W Board held an in person meeting with members of G&W’s senior management and representatives of each of BofA Merrill Lynch, Morgan Stanley, Simpson Thacher and Wachtell, Lipton, Rosen & Katz (“Wachtell”), counsel to the G&W Board. Representatives of BofA Merrill Lynch and Morgan Stanley reviewed with the G&W Board the written indications of interest received, including certain financial aspects thereof, and certain financial perspectives regarding G&W on a stand-alone basis. Mr. Hellmann also discussed the possibilities of a strategic acquisition of another railroad and/or a strategic

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combination with another railroad, noting in particular the preliminary discussion he had on November 20, 2017 with Party E regarding a strategic combination. Following discussion of other strategic alternatives and the indications of interest received relative to G&W’s standalone valuation, the G&W Board determined the valuations presented in the indications of interest would not reasonably be expected to maximize stockholder value and directed G&W’s senior management to end the exploratory “market check” process and to continue to execute on G&W’s stand-alone strategic plan.

During the course of 2018, the G&W Board and senior management continued to assess G&W’s strategic position and considered a variety of potential alternatives to enhance stockholder value, including stock repurchases (including the stock repurchase programs approved in 2018) and additional investments in the United States, Europe and Australia. During this period, following the execution of mutual confidentiality agreements, G&W also engaged in additional, preliminary discussions with Party E and a U.S.-based private equity firm (“Party F”) regarding one or more potential strategic combinations that could involve G&W and a portfolio company of Party F, Party E or a combination of the two.

On May 23, 2018, the G&W Board held a regularly scheduled meeting with members of G&W’s senior management and discussed, among other things, the most recent discussions with Party E regarding a potential strategic combination and other potential strategic alternatives that could enhance stockholder value, including operational improvements, share repurchases and investments.

Thereafter, discussions between G&W and Party E continued, but a strategic combination ultimately did not materialize due to, among other things, differing views as to valuation, potential synergies and transaction execution complexity. As a result, the G&W Board determined that it was in the best interests of G&W for G&W’s management team to focus on execution of G&W’s strategic plan for 2018 and further explore ways to enhance stockholder value.

On October 25, 2018, the G&W Board held a regularly scheduled meeting with members of G&W’s senior management and discussed, among other things, G&W’s recent financial and operating performance, the state of the rail industry, including recent acquisitions and divestitures by other participants in the rail industry, and potential strategic alternatives to enhance stockholder value such as potential transactions, operational improvements and share repurchases. Following discussion, the G&W Board approved a new $500 million share repurchase program.

On November 9, 2018, Mr. Hellmann received a call from a U.S. activist investment firm (“Investor A”). On the call, a representative of Investor A stated that Investor A had recently taken a significant position in G&W’s common stock in partnership with the owner of another U.S. short-line railroad holding company and requested a meeting with G&W’s management team to discuss, among other things, G&W’s operations, capital allocation and portfolio alignment. On November 10, 2018, Mr. Hellmann informed the G&W Board of his call with Investor A.

On November 18, 2018, the G&W Board met telephonically with members of G&W’s senior management and representatives of each of Morgan Stanley and Simpson Thacher in attendance. Among other things, Mr. Hellmann reviewed with the G&W Board recent calls he had had with existing investors, including Investor A. Representatives of Morgan Stanley reviewed with the G&W Board investors in G&W common stock, G&W’s historical financial and operating performance and the recent performance of G&W and other participants in the railroad industry.

On November 30, 2018, the G&W Board met telephonically with members of G&W’s senior management and representatives of each of Morgan Stanley, Simpson Thacher and Wachtell in attendance. Mr. Hellmann updated the G&W Board on the meetings referred to at the November 18, 2018 board meeting with certain of G&W’s investors and discussion ensued regarding further engagement with such investors. Representatives of Morgan Stanley also reviewed the evaluation of strategic alternatives undertaken by G&W in late 2017,

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including the “market check” process, and how the performance of G&W and the infrastructure environment have changed since the “market check” process. Members of G&W’s senior management also reviewed the process of updating the Company’s 2017 strategic plan. Following discussion among the G&W Board, the G&W Board directed members of G&W’s senior management to update G&W’s strategic plan so that the G&W Board could further assess strategic alternatives currently available to the Company.

On December 19, 2018, the G&W Board met telephonically with members of G&W’s senior management and representatives of each of BofA Merrill Lynch, Morgan Stanley, Simpson Thacher and Wachtell in attendance. Members of G&W’s senior management presented a draft of the updated strategic plan, compared the updated strategic plan with the strategic plan prepared as part of the evaluation of strategic alternatives in 2017 and discussed key assumptions underlying the updated strategic plan, including regional growth rates, projected capital expenditures, potential acquisitions and investments and macroeconomic factors in the United States and globally. Representatives of BofA Merrill Lynch and Morgan Stanley reviewed with the G&W Board the recent performance of G&W and other participants in the rail industry, preliminary financial perspectives regarding G&W (including standalone financial perspectives updated from the 2017 “market check” process) and an examination of possible strategic alternatives available to G&W, including executing on the updated strategic plan, incurring debt to repurchase additional stock or to finance a dividend, divesting one or more of G&W’s businesses or undertaking a new sale process. Following a discussion, the G&W Board concluded that it wanted to consider further potential strategic alternatives and it therefore directed G&W’s senior management to, among other things, work with BofA Merrill Lynch, Morgan Stanley and Simpson Thacher to develop a framework for a potential sale process, evaluate the considerations associated with a sale of one of G&W’s businesses and provide additional detail to further refine the U.S. strategic plan assumptions.

On December 20, 2018, Investor A delivered a letter to Mr. Hellmann addressed to the G&W Board together with additional information that, among other things, stated that they collectively owned 9.7% of the common stock and economic equivalents of G&W, although G&W was not able to confirm the details of the nature or amount of Investor A’s ownership through public filings, and had certain suggestions regarding G&W’s recent performance, areas for potential operational improvement based on the operations of another U.S. railroad holding company and potential strategic alternatives that G&W could undertake. In its letter, Investor A indicated that it would be willing to enter into a confidentiality agreement to facilitate further discussions regarding these matters.

On January 4, 2019, the G&W Board met telephonically with members of G&W’s senior management and representatives of each of BofA Merrill Lynch, Morgan Stanley, Simpson Thacher and Wachtell in attendance. Mr. Hellmann updated the G&W Board on the letter and other information received from Investor A, and members of G&W’s senior management reviewed such information with the G&W Board. Representatives of BofA Merrill Lynch and Morgan Stanley discussed potential next steps to facilitate additional discussions with Investor A, including the possibility of entering into a confidentiality agreement. Following discussion, the G&W Board directed G&W’s senior management to begin negotiations with Investor A on a confidentiality agreement to further G&W’s interest in obtaining relevant information from Investor A and mitigating any potential distraction from such investor while G&W continued its process of assessing its strategic alternatives.

At the same meeting of the G&W Board, representatives of BofA Merrill Lynch and Morgan Stanley also reviewed G&W’s recent performance and potential strategic alternatives available to G&W, including execution on the updated strategic plan, the potential processes and timing of a potential divestiture of one of G&W’s businesses or a sale of G&W. Following discussion, the G&W Board directed G&W’s senior management to continue to update the strategic plan. To facilitate the updating of the strategic plan, the G&W Board unanimously approved the formation of a committee of the G&W Board designated as the “Operations Sub-Committee” consisting of Mr. Hellmann, Richard Bott, Bruce Carter, Øivind Lorentzen III, Albert Neupaver and Mark Scudder, to efficiently review updated drafts of the strategic plan and provide feedback to G&W’s senior management prior to their presenting an updated strategic plan at a subsequent meeting of the G&W Board.

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On January 8, 2019, Mr. Hellmann spoke to a representative of Investor A to discuss the letter and other information received on December 20, 2018, and to ask Investor A to speak to representatives of BofA Merrill Lynch and Morgan Stanley to discuss the possibility of entering into a confidentiality agreement to facilitate further discussions. The next day, representatives of BofA Merrill Lynch and Morgan Stanley spoke with representatives of Investor A.

On January 15, 2019, the Operations Sub-Committee met telephonically to review the updated strategic plan received from members of G&W’s senior management. The Operations Sub-Committee evaluated the assumptions on which the updated strategic plan was based, including the achievability of the projected growth in earnings and risks to G&W’s business in light of the recent performance of the global economy, and considered the treatment of specific items in the updated strategic plan, including potential acquisitions and dispositions in North America and the ongoing restructuring of G&W’s U.K. operations. Following further discussion, the Operations Sub-Committee provided Mr. Hellmann with its feedback and asked members of G&W’s senior management to revise the strategic plan to take into account its comments, including to establish as a strategic priority the achievement of certain operating enhancements.

On January 21, 2019, the G&W Board met telephonically with members of G&W’s senior management and a representative of Simpson Thacher in attendance. Mr. Hellmann and other members of G&W’s senior management reviewed with the G&W Board the feedback received from the Operations Sub-Committee on the updated strategic plan and provided additional detail on aspects of the updated strategic plan, the final draft of which was to be presented at the next meeting of the G&W Board, and reviewed with the G&W Board the execution by G&W management on the strategic plan during 2018. Mr. Hellmann updated the G&W Board on his discussion with Investor A on January 8, 2019 and the discussion between representatives of BofA Merrill Lynch and Morgan Stanley and Investor A on January 9, 2019, and a representative of Simpson Thacher reviewed the terms of the draft confidentiality agreement received from Investor A, which, after negotiation between the parties, was ultimately executed on February 28, 2019 and included a standstill provision, key provisions of which (including a prohibition on making acquisition proposals to G&W) would automatically expire in the event G&W were to enter into a definitive agreement relating to certain extraordinary transactions, including the transactions contemplated by the merger agreement.

On January 31, 2019, the G&W Board held an informal meeting with members of G&W’s senior management in attendance. During the informal meeting, members of G&W’s senior management reviewed with the G&W Board, among other things, the final draft of the updated strategic plan and the changes from prior drafts of the updated strategic plan. The G&W Board had a preliminary discussion of these matters, among others, and a formal meeting of the G&W Board was convened on February 1, 2019, with members of G&W’s senior management and representatives of each of BofA Merrill Lynch, Morgan Stanley, Simpson Thacher and Wachtell in attendance. Representatives of BofA Merrill Lynch and Morgan Stanley reviewed with the G&W Board various strategic alternatives available to G&W, including executing on the updated strategic plan, pursuing a sale of one of G&W’s businesses, repurchasing stock using sale proceeds and selling the entire company. Representatives of BofA Merrill Lynch and Morgan Stanley also reviewed, in the event the G&W Board were to explore a potential sale of the entire company, the different processes that could be undertaken. Representatives of BofA Merrill Lynch and Morgan Stanley reviewed the benefits and risks of each approach and recommended that, if a sale process were to be pursued, a targeted outreach would present a lower risk of a disruptive leak and focusing on parties that had participated in the 2017 “market check” process would allow the G&W Board to more quickly determine an indicative valuation in light of the familiarity that those parties had with G&W’s business through the 2017 “market check” process. The G&W Board discussed various strategic alternatives available to G&W and determined that G&W’s senior management should continue to explore strategic alternatives, including a potential sale of G&W, and should work with BofA Merrill Lynch and Morgan Stanley to prepare a management presentation and engage in other preparatory work to undertake a potential sale utilizing the targeted outreach process outlined by the representatives of BofA Merrill Lynch and Morgan Stanley. The identities of the parties to be contacted in such targeted outreach was discussed, as well as potential consortia comprised of certain of such parties, and a preference to contact parties who participated in, or were contacted in connection with, the 2017 “market check” process, including Brookfield, GIC SI, Party D and Party C, was confirmed.

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Over the course of the following weeks, members of G&W’s senior management worked with representatives of BofA Merrill Lynch and Morgan Stanley to prepare for the potential sale process as directed by the G&W Board.

On February 13, 2019, a representative of Morgan Stanley received an inquiry from a representative of a non-U.S. private equity firm (“Party G”), expressing its interest in a potential acquisition of G&W. Following discussions among G&W senior management and representatives of each of BofA Merrill Lynch and Morgan Stanley, and notwithstanding discussions regarding such party’s lack of previous investments in the U.S. rail industry and the reasons previously considered by G&W for not including Party G in the 2017 “market check” process, an introductory meeting between Party G and Mr. Hellmann was arranged for March 25, 2019 so Party G’s interest in a potential acquisition could be further assessed and then discussed with the G&W Board.

Also in February 2019, representatives of each of BofA Merrill Lynch and Morgan Stanley received inquiries from a representative of Party A expressing its continued interest in a potential acquisition of G&W and indicating that it would be able to improve on the valuation it had proposed in the 2017 “market check” process. Following discussions among G&W senior management and representatives of each of BofA Merrill Lynch and Morgan Stanley, BofA Merrill Lynch and Morgan Stanley asked Party A to provide additional information as to why it believed it could now offer a meaningfully higher valuation so that such feedback could be discussed with the G&W Board.

During the course of February 2019, taking into account final feedback from the Operations Sub-Committee and the other members of the G&W Board, G&W management finalized the G&W strategic plan, which we refer to as the “Financial Projections” (discussed under “The Merger—Certain Financial Projections”).

On February 27, 2019, a representative of BofA Merrill Lynch received an inquiry from a representative of Party B expressing its interest in a potential acquisition of G&W and indicating that it would need to speak to one equity partner to explore a potential acquisition of G&W (identified as a non-U.S. pension fund manager (“Party H”)). Following discussions with BofA Merrill Lynch and Morgan Stanley, G&W’s senior management concluded that, while Party B declined to participate in the 2017 “market check” process, it had been invited to that process and the inclusion of Party B in the current process would be in the best interests of G&W and consistent with the G&W Board’s directives.

On March 1, 2019, on behalf of G&W and consistent with the G&W Board’s directives, representatives of BofA Merrill Lynch and Morgan Stanley began targeted outreach to Brookfield, GIC SI, Party D, Party C and Party B. As it had previously noted, Party B asked to partner with Party H, and, following discussions with representatives of each of BofA Merrill Lynch, Morgan Stanley and Simpson Thacher, G&W’s senior management determined it was in the best interests of G&W and the potential sale process to permit Party B to partner with Party H. Over the course of March 2019, Brookfield, GIC SI, Party D and Party C entered into amendments extending the confidentiality agreements they had entered into in connection with the 2017 “market check” process, and each of Party B and Party H entered into confidentiality agreements, which confidentiality agreements included a prohibition on the counterparty contacting debt or equity financing sources without G&W’s prior approval, as well as a standstill provision, key provisions of which (including a prohibition on making private acquisition proposals to G&W) would automatically expire in the event G&W were to enter into a definitive agreement relating to certain extraordinary transactions, including the transactions contemplated by the merger agreement.

On March 7, 2019, Mr. Hellmann received a call from Party E’s executive chairman seeking to continue discussions regarding a potential strategic combination between G&W and Party E. Mr. Hellmann agreed to meet with Party E’s executive chairman the following week to discuss whether further discussions would be constructive. On March 9, 2019, in advance of the scheduled meeting, Mr. Hellmann received a letter from Party E’s executive chairman explaining how further discussions could prove fruitful compared to the last time G&W and Party E had discussions regarding a potential strategic combination in 2018.

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On March 11, 2019, media reports speculated that G&W was exploring strategic options including a sale of all or a portion of the Company. The price per share of G&W common stock as of the close of trading on March 8, 2019, the last trading day prior to such speculation, was $80.28. Following the release of these reports, representatives of BofA Merrill Lynch and Morgan Stanley received inquiries of varying seriousness from a variety of parties, which were reviewed with members of G&W’s senior management and with the G&W Board at its subsequent March 26, 2019 meeting.

On March 12, 2019, Mr. Hellmann and Matt Walsh, G&W’s executive vice president of global corporate development, met with Party E’s executive chairman and a representative of Party F, a significant stockholder of Party E, to discuss the potential of continuing discussions regarding a potential strategic combination between G&W and Party E. No information about the principal terms, structure or financing of a potential strategic combination was presented at the meeting, and Mr. Hellmann informed Party E’s executive chairman and the representative of Party F that if additional information about a potential strategic combination were presented to him, he would review that information with the G&W Board.

On March 19, 2019, representatives of Party A spoke to representatives of BofA Merrill Lynch and Morgan Stanley to explain why it believed it could now offer an attractive valuation for G&W, particularly as compared to the valuation it was considering in the 2017 “market check” process.

Beginning on March 22, 2019, a “confidential information package” and a financial model containing detailed information about G&W and its operations, including the CIP Projections (discussed under “—Certain Financial Projections”), were made available to potential bidders that had extended an existing confidentiality agreement or executed a new confidentiality agreement. From March 2019 through June 2019 (or, if earlier, the date on which a potential bidder ceased to pursue a potential transaction), each of the potential bidders conducted due diligence, which included review of additional documentary materials, telephonic diligence sessions, site visits and other customary due diligence.

On March 25, 2019, Mr. Hellmann met with representatives of Party G who continued to express Party G’s strong interest in a potential acquisition of G&W. Also on March 25, 2019, representatives of BofA Merrill Lynch and Morgan Stanley received a request from Brookfield to partner with GIC SI. Following discussions with representatives of each of BofA Merrill Lynch, Morgan Stanley and Simpson Thacher, G&W’s senior management determined it was in the best interests of G&W to permit Brookfield to partner with GIC SI. We refer to Brookfield and GIC SI together as “Consortium A”.

On March 26, 2019, the G&W Board met telephonically with members of G&W’s senior management and representatives of each of BofA Merrill Lynch, Morgan Stanley, Simpson Thacher and Wachtell in attendance. Representatives of BofA Merrill Lynch and Morgan Stanley reviewed with the G&W Board the status of the outreach and the potential sale process and the inquiries that had been received to date, including those from Party A and Party G and those received following the publication of media reports speculating that G&W was exploring strategic options. Mr. Hellmann reported on the meeting he had with Parties E and F and the meeting he had with Party G. Following discussion among the G&W Board, including the risks and benefits of expanding the universe of potential bidders, the G&W Board supported the inclusion of Party A and Party G in the process given their demonstrated interest, seriousness and financial capability to consummate a transaction with the Company. The G&W Board also determined that it would assess whether to include Parties E and F in the process in the event they were to submit a more detailed proposal. We refer to Parties E and F together as the “Strategic Consortium”.

On March 28, 2019, Party A entered into an amendment extending the confidentiality agreement it had entered into in connection with the 2017 “market check” process, and Party G entered into a confidentiality agreement on April 2, 2019, which confidentiality agreement included a prohibition on the counterparty contacting debt or equity financing sources without G&W’s prior approval, as well as a standstill provision, key provisions of which (including a prohibition on making private acquisition proposals to G&W) would

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automatically expire in the event G&W were to enter into a definitive agreement relating to certain extraordinary transactions, including the transactions contemplated by the merger agreement.

During the week of April 1, 2019, and the week of April 8, 2019, members of G&W’s senior management gave presentations on G&W’s business and operations to each potential bidder.

On April 12, 2019, on behalf of G&W, representatives of BofA Merrill Lynch and Morgan Stanley sent each potential bidder a letter setting forth in greater detail the procedures for the potential sale process and asking for initial indications of interest to be submitted by May 2, 2019.

On April 29, 2019, representatives of Party D spoke to representatives of BofA Merrill Lynch and Morgan Stanley and Mr. Hellmann and informed them that Party D would not be submitting an indication of interest because they did not believe that Party D would be able to offer a sufficiently attractive valuation compared to other potential bidders.

On May 1, 2019, Mr. Hellmann received an indication of interest from Party E’s executive chairman on behalf of the Strategic Consortium proposing that Party E would acquire G&W at a price of $110 per share of G&W common stock in cash, with Party F acting as a principal source of equity financing.

On May 2, 2019, representatives of Party C spoke to representatives of BofA Merrill Lynch and Morgan Stanley and Mr. Hellmann and informed them that Party C would not be submitting an indication of interest because, following a recent transaction, they no longer had sufficient capital to engage in the acquisition of G&W.

On May 2, 2019, on behalf of G&W, representatives of BofA Merrill Lynch and Morgan Stanley received four indications of interest to acquire G&W in an all-cash transaction. The indications of interest, each of which was preliminary in nature and made subject to further due diligence, were as follows: Consortium A valued G&W at $115 per share of G&W common stock; Party A valued G&W at $110 per share of G&W common stock; Parties B and H valued G&W at $102.50 per share of G&W common stock; and Party G valued G&W between $100 and $104 per share of G&W common stock.

On May 6, 2019, the G&W Board met telephonically with members of G&W’s senior management and representatives of each of BofA Merrill Lynch, Morgan Stanley, Simpson Thacher and Wachtell in attendance. A representative of Simpson Thacher reviewed with the G&W Board its fiduciary duties, including those in connection with a potential sale of G&W. Representatives of BofA Merrill Lynch and Morgan Stanley reviewed with the G&W Board the indications of interest received from Consortium A, Party A, Parties B and H, Party G and the Strategic Consortium and discussed the considerations in determining whether to continue with the potential sale process and, if so, which bidders should be advanced to the next round of the process. Following discussion among the G&W Board, the G&W Board supported the inclusion of Consortium A, Party A and the Strategic Consortium into the next round of the potential sale process.

On May 6 and 7, 2019, on behalf of G&W and consistent with the G&W Board’s directives, representatives of BofA Merrill Lynch and Morgan Stanley informed Consortium A, Party A and the Strategic Consortium that they would be included in the next round of the potential sale process, informed Parties B and H that they would need to increase their valuation in order to be invited into the next round of the potential sale process and informed Party G that it would not be invited into the next round of the potential sale process based on their current proposed valuation, which was lower (based on either the low end or the midpoint of Party G’s proposed valuation range) than any other valuation received.

On May 8, 2019, a representative of Party B contacted a representative of BofA Merrill Lynch to indicate that it could increase its valuation to between $110 and $112 per share of G&W common stock but would require a different partner in order to do so. As Party A had indicated in its indication of interest that it would not be able

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to provide all of the equity financing required for a transaction and would need to find one or more equity partners in the next round of the potential sale process, following discussions with representatives of each of BofA Merrill Lynch and Morgan Stanley, G&W’s senior management instructed BofA Merrill Lynch and Morgan Stanley to facilitate discussions between Party A and Party B regarding a potential consortium. That same day, a representative of Party G contacted a representative of Morgan Stanley to indicate that it could increase its valuation but would require a partnership with a company in the railroad industry such as Party E or the assistance of a consultant with operational experience in the railroad industry to help improve its valuation assessment.

On May 9, 2019, Party E entered into an amendment extending the confidentiality agreement it had entered into in connection with discussions regarding a strategic combination with G&W in 2018, and Party F entered into a joinder agreeing to be bound by Party E’s confidentiality agreement. That same day, the Strategic Consortium requested to work with four equity investors as potential financing sources in addition to Party F. Following discussions with representatives of each of BofA Merrill Lynch and Morgan Stanley, G&W’s senior management determined to permit the Strategic Consortium to work with the equity financing sources requested.

On May 10, 2019, representatives of Party A and Party B informed representatives of BofA Merrill Lynch and Morgan Stanley that Party A and Party B had agreed to work together going forward. We refer to Parties A and B together as “Consortium B”.

On May 14, 2019, on behalf of G&W, representatives of BofA Merrill Lynch and Morgan Stanley sent each of Consortium A, Consortium B and the Strategic Consortium a letter setting forth in greater detail the next round of the potential sale process and asking for definitive proposals to be submitted by June 25, 2019.

On May 21, 2019, the G&W Board held a regularly scheduled meeting with members of G&W’s senior management and representatives of each of BofA Merrill Lynch, Morgan Stanley, Simpson Thacher and Wachtell in attendance. Prior to the meeting, a representative of G&W furnished to the G&W Board updated disclosure statements provided by each of BofA Merrill Lynch and Morgan Stanley, which identified prior or current engagements or relationships between the applicable financial advisor and the potential bidders. Representatives of BofA Merrill Lynch and Morgan Stanley reviewed with the G&W Board the feedback received from the bidders, including the partnership between Party A and Party B and the request from Party G to partner with a company or consultant in the railroad industry. A representative of Simpson Thacher reviewed with the G&W Board a draft merger agreement, which contemplated, among other things, a “hell or high water” antitrust and regulatory efforts standard requiring the acquiror to take all actions to obtain all necessary antitrust and regulatory approvals, the ability of G&W to terminate the merger agreement to accept a superior proposal, a company termination fee equal to 2.5% of transaction equity value and a reverse termination fee equal to 8.0% of transaction equity value. Following discussion among the G&W Board, the G&W Board determined that it was not reasonably likely that Party G would be able to increase its valuation in light of Party E already participating in the sale process and thus not being able to work with Party G and the G&W Board’s skepticism that a partnership with a consultant with operational experience in the railroad industry would meaningfully improve Party G’s valuation compared to the other indications of interest received. Without representatives of BofA Merrill Lynch and Morgan Stanley present, members of G&W’s senior management also reviewed for the G&W Board the terms of the amendments to the existing engagement letters with BofA Merrill Lynch and Morgan Stanley from the 2017 “market check” process. The amendments did not modify the amount of the fees payable under those engagements letters but extended the term of each financial advisor’s engagement and offered to engage each financial advisor for a sale of one or more of G&W’s businesses in the event a sale of G&W was not pursued and the Board were to elect to engage a financial advisor for such a sale of one or more of G&W’s businesses. Following discussion, the G&W Board approved the terms of the amendments to the existing engagement letters. The amendment to the engagement letter with BofA Merrill Lynch was executed on June 4, 2019, and the amendment to the engagement letter with Morgan Stanley was executed on June 13, 2019.

On May 23, 2019, Brookfield contacted representatives of BofA Merrill Lynch and Morgan Stanley to request permission to contact Party C to discuss a potential sale of G&W’s Australia business in the event that

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Consortium A were to acquire G&W. Following discussions with representatives of each of BofA Merrill Lynch and Morgan Stanley, G&W’s senior management agreed to permit Brookfield to contact Party C.

On May 24, 2019, the draft merger agreement was made available to Consortium A, Consortium B and the Strategic Consortium.

On June 2, 2019, the Strategic Consortium contacted representatives of BofA Merrill Lynch and Morgan Stanley to request permission to contact Party D and Party G as potential additional equity financing sources. Following discussions with representatives of each of BofA Merrill Lynch and Morgan Stanley, G&W’s senior management agreed to permit the Strategic Consortium to contact Party D.

On June 7, 2019, the G&W Board met telephonically with members of G&W’s senior management and representatives of each of BofA Merrill Lynch, Morgan Stanley, Simpson Thacher and Wachtell in attendance. Representatives of BofA Merrill Lynch and Morgan Stanley reviewed with the G&W Board the status of the potential sale process, including the consortia that had formed, their requests for additional equity investors and, in one case, a bidder’s request for additional time prior to submission of final bids. The G&W Board ultimately concluded to maintain the current timetable for bid submission to maintain momentum and competitive tension and to continue to permit bidder groups to contact financing sources as necessary to ensure the timely submission of actionable final bids.

On June 12, 2019, the Strategic Consortium informed representatives of BofA Merrill Lynch and Morgan Stanley that, even though they had received G&W’s permission to speak with several equity financing sources, they would not be submitting a proposal because they did not believe they would be able to obtain sufficient equity financing commitments by June 25, 2019.

On June 14, 2019, Consortium A submitted a revised draft of the merger agreement, which contemplated, among other things, that the acquiror’s required efforts to obtain necessary antitrust and regulatory efforts would be more limited relative to the “hell or high water” antitrust and regulatory efforts standard proposed by G&W other than with respect to a divestiture of G&W’s Australia business, a company termination fee equal to 4.0% of transaction equity value and a reverse termination fee equal to 5.5% of transaction equity value. That same day, Consortium B submitted a revised draft of the draft merger agreement, which contemplated, among other things, a “hell or high water” antitrust and regulatory efforts standard with a customary exception limiting acquiror’s required efforts with respect to Consortium B’s investment funds and portfolio companies, a company termination fee equal to 3.5% of transaction equity value and a reverse termination fee equal to 5.0% of transaction equity value.

On June 20, 2019, the G&W Board met telephonically with members of G&W’s senior management and representatives of each of BofA Merrill Lynch, Morgan Stanley and Simpson Thacher in attendance. Representatives of BofA Merrill Lynch and Morgan Stanley reviewed with the G&W Board the status of the potential sale process, including the continued interest of Consortium A and Consortium B as well as their reaction to May carload results and the general macroeconomic environment. Representatives of BofA Merrill Lynch also noted the call they received on June 7, 2019 from a non-U.S. railroad operator, probing into a potential transaction involving G&W and such representatives noted that they had not heard from such party since the initial outreach and did not sense there was a strong interest in pursuing a transaction. Representatives of Simpson Thacher provided the G&W Board with an update as to the status of the bidders’ merger agreement markups, including the proposed conditions to closing and relative regulatory requirements and covenants of each bidder group.

Also on June 20, 2019, representatives of Simpson Thacher spoke with White & Case LLP (“White & Case”), counsel to Consortium A, to provide feedback on the revised draft of the merger agreement submitted by Consortium A. That same day, representatives of Simpson Thacher spoke with counsel to Consortium B to provide feedback on the revised draft of the merger agreement submitted by Consortium B. Later that day,

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representatives of Simpson Thacher sent a revised draft of the merger agreement to White & Case and counsel to Consortium B, which contemplated, among other things, a “hell or high water” antitrust and regulatory efforts standard with a customary exception limiting the acquiror’s required efforts with respect to its equityholders’ investment funds and portfolio companies, a company termination fee equal to 2.75% of transaction equity value and a reverse termination fee equal to 7.5% of transaction equity value.

On June 25, 2019, representatives of BofA Merrill Lynch and Morgan Stanley received a revised proposal from Consortium A offering to acquire G&W at a price of $109 per share of G&W common stock in cash along with a revised draft of the merger agreement, which contemplated, among other things, that the acquiror’s required efforts to obtain necessary antitrust and regulatory efforts would be more limited relative to the “hell or high water” antitrust and regulatory efforts standard proposed by G&W other than with respect to a divestiture of G&W’s Australia business, a company termination fee equal to 3.5% of transaction equity value and a reverse termination fee equal to 5.75% of transaction equity value. Later that day, representatives of BofA Merrill Lynch and Morgan Stanley received a revised proposal from Consortium B to acquire G&W at a price of $105.50 per share of G&W common stock in cash along with a revised draft of the merger agreement, which contemplated, among other things, a company termination fee equal to 3.33% of transaction equity value and a reverse termination fee equal to 5.75% of transaction equity value.

On the morning of June 26, 2019, following discussions with G&W’s senior management, on behalf of G&W, representatives of each of BofA Merrill Lynch and Morgan Stanley contacted representatives of Consortium A and separately contacted representatives of Consortium B, in each case, to indicate that the bidders’ decrease in valuation compared to their indication of interest would jeopardize their ability to successfully pursue a transaction with G&W. On the call with Consortium A, representatives of BofA Merrill Lynch and Morgan Stanley also expressed G&W’s concern with the limitations included in the revised merger agreement on Consortium A’s efforts to obtain required antitrust and regulatory approvals. That afternoon, representatives of White & Case spoke to representatives of Simpson Thacher to discuss the efforts standard with respect to antitrust and regulatory approvals and revising the merger agreement to require Consortium A to take a wider range of actions to obtain required antitrust and regulatory approvals compared to what had been contemplated in the previous draft of the merger agreement submitted by Consortium A.

On the evening of June 26, 2019, the G&W Board met telephonically with members of G&W’s senior management and representatives of each of BofA Merrill Lynch, Morgan Stanley, Simpson Thacher and Wachtell in attendance. Representatives of BofA Merrill Lynch and Morgan Stanley reviewed with the G&W Board the proposals received and the communications with the bidders earlier that day. A representative of Simpson Thacher reviewed with the G&W Board the respective antitrust and regulatory profiles and financing commitments of Consortium A and Consortium B. Representatives of BofA Merrill Lynch and Morgan Stanley reviewed with the G&W Board, and the G&W Board approved, the proposed next steps with each of Consortium A and Consortium B, including the proposed messages to be delivered by representatives of BofA Merrill Lynch and Morgan Stanley to seek higher valuations from each of Consortium A and Consortium B.

On the morning of June 27, 2019, Consortium B submitted to representatives of BofA Merrill Lynch and Morgan Stanley a revised proposal offering to acquire G&W at a price of $107.50 per share of G&W common stock in cash. In the afternoon, consistent with the G&W Board’s directives, representatives of BofA Merrill Lynch and Morgan Stanley contacted representatives of Consortium A to provide feedback on behalf of the G&W Board and continued to express that, among other things, Consortium A needed to further revise its draft merger agreement to require Consortium A to take a wider range of actions to obtain required antitrust and regulatory approvals and to increase the valuation offered prior to the next meeting of the G&W Board scheduled for the evening of June 28, 2019. Later in the afternoon, consistent with the G&W Board’s directives, representatives of BofA Merrill Lynch and Morgan Stanley contacted representatives of Consortium B to provide feedback on behalf of the G&W Board and expressed that, among other things, Consortium B needed to further increase the valuation offered prior to the next meeting of the G&W Board scheduled for the evening of June 28, 2019 as it may not have another opportunity to do so once that board meeting occurred. Later that evening, a

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representative of Party B acting on behalf of Consortium B contacted representatives of BofA Merrill Lynch and Morgan Stanley to ask what valuation would be required to have a successful bid. The representatives of BofA Merrill Lynch and Morgan Stanley did not identify any specific valuation but did reiterate the message delivered earlier that afternoon.

Also on June 27, 2019, on behalf of Consortium A, White & Case sent to Simpson Thacher a revised draft of the portion of the merger agreement relating to the antitrust and regulatory efforts standard which contemplated, among other things, an expansion of the actions that Consortium A would be required to take to obtain required antitrust and regulatory approvals. Early in the morning on June 28, 2019, Simpson Thacher sent to White & Case a revised draft of that portion of the merger agreement to further expand the actions that Consortium A would be required to take to obtain required antitrust and regulatory approvals. Later in the morning on June 28, 2019, representatives of White & Case spoke with representatives of Simpson Thacher to discuss that portion of the merger agreement. In the afternoon on June 28, 2019, on behalf of Consortium A, White & Case sent to Simpson Thacher a revised draft of that portion of the merger agreement which provided that Consortium A would be required to take all actions with respect to G&W and its subsidiaries to obtain required antitrust and regulatory approvals unless it resulted in a “material adverse effect”.

Also on June 28, 2019, in the morning, a representative of Party B acting on behalf of Consortium B contacted Mr. Hellmann to ask again whether a certain valuation would lead to a successful bid. Mr. Hellmann directed the representative to speak with representatives of BofA Merrill Lynch and Morgan Stanley. Also that morning, a representative of Party A acting on behalf of Consortium B contacted a representative of BofA Merrill Lynch to inquire whether a valuation of $110.00 per share would be higher than the valuations offered by other bidders and, if not, whether a certain valuation would lead to a successful bid. The representative of BofA Merrill Lynch did not provide any specific guidance as to valuation, and instead reiterated that Consortium B should, if it wished to be the successful bidder, increase its proposed valuation prior to the meeting of the G&W Board later that day. In the afternoon, representatives of Consortium A submitted to representatives of BofA Merrill Lynch and Morgan Stanley a revised proposal offering to acquire G&W at a price of $112.00 per share of G&W common stock in cash. The revised proposal was described as Consortium A’s “best and final” proposal, indicated that it would expire at 8:00 p.m. that evening if not accepted and was conditioned on G&W agreeing to exclusivity with Consortium A. Prior to the start of the G&W Board meeting that evening, Consortium B did not submit a further revised proposal, and the last proposal it had submitted on the morning of June 27, 2019 was to acquire G&W at a price of $107.50 per share of G&W common stock in cash.

On the evening of June 28, 2019, the G&W Board met at G&W’s corporate headquarters with members of G&W’s senior management and representatives of each of BofA Merrill Lynch, Morgan Stanley, Simpson Thacher and Wachtell in attendance. Neither updated disclosure statement reflected any material differences compared to the prior disclosure statements provided to the G&W Board prior to its meeting on May 21, 2019. A representative of Simpson Thacher reviewed with the G&W Board the respective antitrust and regulatory profiles of Consortium A and Consortium B and the material terms of the most recent draft of the merger agreement. Representatives of each of Simpson Thacher and Wachtell also reviewed with the G&W Board its fiduciary duties and discussed the proposed amendment of G&W’s bylaws to include an “exclusive forum” provision. Representatives of BofA Merrill Lynch and Morgan Stanley reviewed with the G&W Board the communications with Consortium A and Consortium B since the last board meeting and revised proposals received from each consortium. Representatives of each of BofA Merrill Lynch and Morgan Stanley reviewed with the G&W Board its respective preliminary financial perspectives regarding G&W. Mr. Hellmann also confirmed for the G&W Board that, consistent with the board’s instructions throughout the process, neither he nor any other member of senior management had any discussions with either Consortium A or Consortium B regarding employment, compensation or equity reinvestment following a transaction. Following discussion among the G&W Board, the G&W Board concluded that Consortium A’s proposal was more favorable to G&W’s stockholders compared to Consortium B’s proposal and that concluding an agreement with Consortium A on the terms being discussed was in the best interests of the Company and its stockholders. As a result, the G&W Board authorized G&W’s senior management to work with Consortium A to seek to finalize a definitive agreement over the weekend for the

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G&W Board’s final consideration. The G&W Board determined that the representatives of BofA Merrill Lynch and Morgan Stanley should first attempt to seek a higher valuation from Consortium A in exchange for a grant of exclusivity but, if required by Consortium A in order to proceed in accordance with Consortium A’s final proposal, G&W’s senior management was authorized to agree to exclusivity.

Immediately following the board meeting on June 28, 2019, on behalf of G&W and consistent with the G&W Board’s directives, representatives of BofA Merrill Lynch and Morgan Stanley called representatives of Consortium A to inform them that they had been selected to finalize a definitive agreement with G&W and that G&W was prepared to work with Consortium A on an exclusive basis to do so but would not agree to a formal exclusivity agreement at their proposed price. Following that call, a representative of Party B contacted representatives of BofA Merrill Lynch and Morgan Stanley for an update on the result of the board meeting. Representatives of BofA Merrill Lynch and Morgan Stanley called the representative of Party B and informed the representative that the G&W Board had decided to move forward with another bidder. The representative of Party B inquired as to whether Consortium B would be selected as the successful bidder if it were able to propose a valuation of $110 per share, and the representatives of BofA Merrill Lynch and Morgan Stanley replied that such a valuation would not be sufficient to prevail. The representative of Party B then speculated as to whether specific valuations in excess of $110 per share would be sufficient to prevail, and the representatives of BofA Merrill Lynch and Morgan Stanley did not provide a specific valuation. Afterwards, representatives of BofA Merrill Lynch and Morgan Stanley spoke with representatives of Consortium A who indicated that, as they had described in their “best and final” offer, they would not increase their valuation and would not proceed to finalizing a definitive agreement at their current valuation without a formal exclusivity agreement; accordingly, later that evening G&W agreed to grant exclusivity to Consortium A until 5 p.m. on July 1, 2019. Later that night, following the entry into exclusivity with Consortium A, the representative of Party B called representatives of BofA Merrill Lynch and Morgan Stanley. In light of the exclusivity agreement, the representatives of BofA Merrill Lynch and Morgan Stanley informed the representative of Party B that they were unable to discuss further. Following that call, neither Party B nor the other member of Consortium B had any further contact with G&W or any of its advisors.

Also on June 28, 2019 following the meeting of the G&W Board, Simpson Thacher sent to White & Case a revised draft of the merger agreement, which contemplated, among other things, a company termination fee equal to 3.0% of transaction equity value and a reverse termination fee equal to 6.75% of transaction equity value.

On the afternoon of June 29, 2019, on behalf of Consortium A, White & Case sent to Simpson Thacher a revised draft of the merger agreement, which contemplated, among other things, a company termination fee equal to 3.0% of transaction equity value and a reverse termination fee equal to 6.0% of transaction equity value. On June 30, 2019, Simpson Thacher and White & Case exchanged several drafts of, and held discussions regarding, the merger agreement and related documents.

In the evening of June 30, 2019, the G&W Board met telephonically with members of G&W’s senior management and representatives of each of BofA Merrill Lynch, Morgan Stanley, Simpson Thacher and Wachtell in attendance. Prior to the meeting, a representative of G&W furnished to the G&W Board updated disclosure statements provided by each of BofA Merrill Lynch and Morgan Stanley, which identified prior or current engagements or relationships between the applicable financial advisor and Consortium A or Consortium B. A representative of Simpson Thacher provided the G&W Board with an update on the near final draft of the merger agreement and a summary of the material changes to the merger agreement since the last meeting of the G&W Board on June 28, 2019. At the request of the G&W Board, each of BofA Merrill Lynch and Morgan Stanley reviewed with the G&W Board its financial analysis of the merger consideration and delivered to the G&W Board an oral opinion, which was subsequently confirmed by delivery of a written opinion, dated June 30, 2019, to the effect that, as of the date of its written opinion and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by each financial advisor as set forth in the applicable written opinion, the merger consideration of  $112.00 per share in cash to be received by the holders of the shares of G&W common stock (other than excluded shares)

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pursuant to the merger agreement was fair from a financial point of view to such holders of shares of G&W common stock. The full text of the written opinion of each of BofA Merrill Lynch and Morgan Stanley is attached to this proxy statement as Annexes B and C and is incorporated by reference in this proxy statement in its entirety. See also “—Opinion of BofA Merrill Lynch” beginning on page [●] and “—Opinion of Morgan Stanley” beginning on page [●]. A representative of Simpson Thacher then described the resolutions before the G&W Board. After further discussion by the G&W Board, the G&W Board unanimously approved and declared advisable and fair to and in the best interests of G&W and its stockholders, the merger agreement substantially in the form presented to the G&W Board and the merger, and unanimously recommended that G&W stockholders vote to adopt the merger agreement.

Following the approval of the G&W Board of the merger and the merger agreement, early in the morning on July 1, 2019, the parties finalized and executed the merger agreement and the other documentation related to the proposed transaction. Concurrently with the execution of the merger agreement, Brookfield and GIC SI delivered executed debt and equity financing commitment letters providing for the committed debt and equity financing required for the merger.

On July 1, 2019, prior to commencement of trading of G&W’s common stock on the NYSE, G&W and Brookfield issued a joint press release announcing the proposed transaction.

Recommendation of the G&W Board and Reasons for the Merger

The G&W Board recommends that you vote “FOR” the merger proposal.

At a meeting of the G&W Board held on June 30, 2019, the G&W Board, acting in consultation with its outside legal counsel and financial advisors, unanimously determined that the merger, the merger agreement and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of G&W and the G&W stockholders, declared advisable and approved the merger, the merger agreement and the other transactions contemplated by the merger agreement, resolved that the merger agreement be submitted to the G&W stockholders for adoption thereby in accordance with applicable law, the merger agreement and the bylaws of G&W at a special meeting of stockholders and recommended that the G&W stockholders vote to adopt the merger agreement.

When you consider the G&W Board’s recommendation, you should be aware that G&W’s directors may have interests in the merger that may be different from, or in addition to, the interests of G&W stockholders generally. These interests are described in the section entitled “The Merger Proposal (Proposal 1)—Interests of G&W Executive Officers and Directors in the Merger.”

In the course of reaching its decision, the G&W Board consulted with our senior management, financial and legal advisors, reviewed a significant amount of information and considered a number of potentially positive factors with respect to the merger and the other transactions contemplated by the merger agreement, including, among others, the following (not necessarily in order of relative importance):

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In the course of reaching its decision, the G&W Board also considered a number of potentially negative factors with respect to the merger and the other transactions contemplated by the merger agreement including, among others, the following (not necessarily in the order of relative importance):

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While the G&W Board considered potentially positive and potentially negative factors, the G&W Board concluded that, overall, the potentially positive factors outweighed the potentially negative factors. Accordingly, the G&W Board unanimously determined that the merger, merger agreement and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of G&W and its stockholders.

The foregoing discussion is not intended to be an exhaustive list of the information and factors considered by the G&W Board in its consideration of the merger, but includes the material positive factors and material negative factors considered by the G&W Board in that regard. In view of the number and variety of factors and the amount of information considered, the G&W Board did not find it practicable to, nor did it attempt to, make specific assessments of, quantify, or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, individual members of the G&W Board may have given different weights to different factors. Based on the totality of the information presented, the G&W Board collectively reached the unanimous decision to approve and declare advisable and fair to and in the best interests of G&W and its stockholders, the merger, the merger agreement and the other transactions contemplated by the merger agreement in light of the factors described above and other factors that the members of the G&W Board felt were appropriate.

Portions of this explanation of G&W’s reasons for the merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

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Opinions of G&W’s Financial Advisors

Opinion of BofA Securities, Inc.

G&W has retained BofA Merrill Lynch to act as G&W’s financial advisor in connection with the merger. BofA Merrill Lynch is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. G&W selected BofA Merrill Lynch to act as G&W’s financial advisor in connection with the merger on the basis of BofA Merrill Lynch’s experience in transactions similar to the merger, qualifications, expertise and reputation and its knowledge of G&W and its business and the industries in which G&W conducts its business.

On June 30, 2019, at a meeting of the G&W Board held to evaluate the merger, BofA Merrill Lynch delivered to the G&W Board an oral opinion, which was confirmed by delivery of a written opinion dated June 30, 2019, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the merger consideration to be received by holders of G&W common stock was fair, from a financial point of view, to such holders.

The full text of BofA Merrill Lynch’s written opinion to the G&W Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this document and is incorporated by reference herein in its entirety. The following summary of BofA Merrill Lynch’s opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion to the G&W Board for the benefit and use of the G&W Board (in its capacity as such) in connection with and for purposes of its evaluation of the merger consideration from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to G&W or in which G&W might engage or as to the underlying business decision of G&W to proceed with or effect the merger. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed merger or any other matter.

In connection with rendering its opinion, BofA Merrill Lynch has, among other things:

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In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of G&W that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Financial Projections, BofA Merrill Lynch was advised by G&W, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of G&W as to the future financial performance of G&W. BofA Merrill Lynch did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of G&W, nor did it make any physical inspection of the properties or assets of G&W. BofA Merrill Lynch did not evaluate the solvency or fair value of G&W or Parent under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at the direction of G&W, that the merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on G&W or the contemplated benefits of the merger in any way meaningful to BofA Merrill Lynch’s analysis or opinion. BofA Merrill Lynch also assumed, at the direction of G&W, that the final executed Agreement would not differ in any material respect from the Draft Agreement reviewed by it.

BofA Merrill Lynch expressed no view or opinion as to any terms or other aspects of the merger (other than the merger consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the merger. BofA Merrill Lynch’s opinion was limited to the fairness, from a financial point of view, of the merger consideration to be received by the holders of G&W common stock and no opinion or view was expressed with respect to any consideration received in connection with the merger by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the merger, or class of such persons, relative to the merger consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to G&W or in which G&W might engage or as to the underlying business decision of G&W to proceed with or effect the merger. BofA Merrill Lynch also did not express any opinion or view with respect to, and BofA Merrill Lynch relied, at the direction of G&W, upon the assessments of representatives of G&W regarding, legal, regulatory, accounting, tax and similar matters relating to G&W or the merger, as to which matters BofA Merrill Lynch understood that G&W obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Merrill Lynch expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the merger or any other matter.

BofA Merrill Lynch’s opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch’s opinion was approved by a fairness opinion review committee of BofA Merrill Lynch. Except as described in this summary, G&W imposed no other limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion.

The discussion set forth below in the section entitled “ Summary of Material G&W Financial Analyses ” represents a brief summary of the material financial analyses presented by BofA Merrill Lynch to the G&W

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Board in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Merrill Lynch, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Merrill Lynch. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Merrill Lynch.

Summary of Material G&W Financial Analyses

Selected Publicly Traded Companies Analysis. BofA Merrill Lynch reviewed publicly available financial and stock market information for G&W and the following six publicly traded class I railroad companies:

BofA Merrill Lynch reviewed, among other things, per share equity values, based on closing stock prices on June 28, 2019, of the selected publicly traded companies as a multiple of calendar year 2019 estimated earnings per share, commonly referred to as EPS. The overall low to high calendar year 2019 estimated EPS multiples observed for the selected publicly traded companies were 17.8x to 19.7x (with an average of 18.6x and a median of 18.5x). BofA Merrill Lynch also reviewed enterprise values of the selected publicly traded companies, calculated as equity values based on closing stock prices on June 28, 2019, plus debt, less cash and cash equivalents, as a multiple of calendar years 2019 and 2020 estimated earnings before interest, taxes, depreciation and amortization, commonly referred to as EBITDA. The overall low to high calendar year 2019 EBITDA multiples observed for the selected publicly traded companies were 10.9x to 13.6x (with an average of 12.4x and a median of 12.3x), and the overall low to high calendar year 2020 EBITDA multiples observed for selected publicly traded companies were 9.9x to 12.6x (with an average of 11.4x and a median of 11.5x). BofA Merrill Lynch then applied calendar year 2019 EPS multiples of 17.0x to 19.0x derived from the selected publicly traded companies to G&W’s calendar year 2019 estimated EPS , applied calendar year 2019 EBITDA multiples of 10.5x to 12.5x derived from the selected publicly traded companies to G&W’s calendar year 2019 estimated EBITDA and applied calendar year 2020 EBITDA multiples of 9.5x to 11.5x derived from the selected publicly traded companies to G&W’s calendar year 2020 estimated EBITDA. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of G&W were based on the Financial Projections. This analysis indicated the following approximate implied per share equity value reference ranges for G&W, rounded to the nearest $0.25 per share, as compared to the merger consideration:

No company used in this analysis is identical or directly comparable to G&W. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which G&W was compared.

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Selected Precedent Transactions Analysis . BofA Merrill Lynch reviewed, to the extent publicly available, financial information relating to the following 20 selected transactions involving companies in the railroad industry:

BofA Merrill Lynch reviewed transaction values, calculated as the enterprise value implied for the target company, computed as the aggregate consideration payable in the selected transaction, plus debt, less cash and cash equivalents of the target company, as a multiple of the target company’s estimated adjusted EBITDA for the 12 months preceding the announcement date, referred to as LTM EBITDA (except for the Fortress Investment Group LLC / Florida East Coast Industries, Inc. transaction, for which such data was not available, and the G&W Australia Holdings LP / Glencore Rail and Macquarie Infrastructure and Real Assets / G&W Australia Holdings LP transactions, for which such data was not available and transaction values were calculated as the enterprise value implied for the target company as a multiple of the target company’s EBITDA projections for the 12 months following the announcement date). The overall low to high multiples of the target companies’ estimated LTM EBITDA for the selected transactions were 6.1x to 16.7x (with an average of 11.1x and a median of 11.2x). BofA Merrill Lynch then applied LTM EBITDA multiples of 10.0x to 13.0x derived from the selected

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transactions to G&W’s estimated EBITDA for the 12 months ended June 30, 2019. Estimated financial data of the selected transactions were based on publicly available information and estimated financial data of G&W were based on the Financial Projections. This analysis indicated the following approximate implied per share equity value reference ranges for G&W, rounded to the nearest $0.25 per share, as compared to the merger consideration:

No company, business or transaction used in this analysis is identical or directly comparable to G&W or the merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which G&W and the merger were compared.

Discounted Cash Flow Analysis. BofA Merrill Lynch performed a discounted cash flow analysis of G&W to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that G&W was forecasted to generate during G&W’s third and fourth quarters of fiscal year 2019 through fiscal year 2023 based on the Financial Projections. BofA Merrill Lynch calculated terminal values for G&W alternatively based on perpetuity growth rates ranging from 2.5% to 3.0% and by applying LTM EBITDA exit multiples ranging from 10.0x to 11.5x to G&W’s fiscal year 2023 estimated adjusted EBITDA. The cash flows and terminal values were then discounted to present value as of June 30, 2019, assuming a mid-year convention for cash flows, using discount rates ranging from 7.75% to 9.50%, which were based on an estimate of G&W’s weighted average cost of capital. From the resulting enterprise values, BofA Merrill Lynch deducted net debt as of June 30, 2019 to derive equity values. This analysis indicated the following approximate implied per share equity value reference ranges for G&W, rounded to the nearest $0.25 per share, as compared to the merger consideration:

Other Factors

BofA Merrill Lynch also noted certain additional factors that were not considered as part of BofA Merrill Lynch’s material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

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Miscellaneous

As noted above, the discussion set forth above in the sections entitled “ Summary of Material G&W Financial Analyses ” is a summary of the material financial analyses presented by BofA Merrill Lynch to the G&W Board in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by BofA Merrill Lynch in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Merrill Lynch believes that its analyses summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch’s analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of G&W. The estimates of the future performance of G&W in or underlying BofA Merrill Lynch’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Merrill Lynch’s analyses. These analyses were prepared solely as part of BofA Merrill Lynch’s analysis of the fairness, from a financial point of view, to the holders of G&W common stock of the merger consideration to be received by such holders and were provided to the G&W Board in connection with the delivery of BofA Merrill Lynch’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch’s view of the actual values of G&W.

The type and amount of consideration payable in the merger was determined through negotiations between G&W and Parent, rather than by any financial advisor, and was approved by the G&W Board. The decision to enter into the merger agreement was solely that of the G&W Board. As described above, BofA Merrill Lynch’s opinion and analyses were only one of many factors considered by the G&W Board in its evaluation of the proposed merger and should not be viewed as determinative of the views of the G&W Board or management with respect to the merger or the merger consideration.

G&W has agreed to pay BofA Merrill Lynch for its services in connection with the merger an aggregate fee currently estimated to be approximately $27.4 million, $2.5 million of which was paid as compensation for rendering a financial opinion to the G&W Board and the remaining portion of which is contingent upon consummation of the merger. G&W also has agreed to reimburse BofA Merrill Lynch for its expenses incurred in connection with BofA Merrill Lynch’s engagement and to indemnify BofA Merrill Lynch, any controlling person of BofA Merrill Lynch and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Merrill Lynch and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of G&W, Parent and certain of their respective affiliates.

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BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to G&W and/or certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as administrative agreement, collateral agent, joint lead arranger and joint bookrunner for, and lender under, certain term loans, letters of credit and credit and leasing facilities for G&W and/or certain of its affiliates, (ii) having provided or providing certain treasury management services and products to G&W and/or certain of its affiliates and (iii) having provided or providing certain foreign exchange trading services to G&W and/or certain of its affiliates. BofA Merrill Lynch has advised G&W that from June 1, 2017 through May 31, 2019, BofA Merrill Lynch and its affiliates derived aggregate revenues from G&W and its affiliates of approximately $10 million for such investment and corporate banking services.

In addition, BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to Brookfield Asset Management Inc. (“Brookfield”), an indirect parent of Brookfield Infrastructure, GIC and the Republic of Singapore (“Singapore”), each an affiliate of Parent, and/or certain of their respective affiliates and/or portfolio companies and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as financial advisor to Brookfield, GIC and/or Singapore and/or certain of their respective affiliates and/or portfolio companies in connection with certain mergers and acquisition transactions, (ii) having acted or acting as administrative agent, collateral agent, arranger, bookrunner and/or lender for Brookfield, GIC and/or Singapore and/or certain of their respective affiliates and/or portfolio companies in connection with the financing for various acquisition transactions, (iii) having acted or acting as underwriter, initial purchaser and/or placement agent for various equity and debt offerings undertaken by Brookfield, GIC and/or Singapore and/or certain of their respective affiliates and/or portfolio companies, (iv) having provided or providing certain treasury management services and products to Brookfield, GIC and/or Singapore and/or certain of their respective affiliates and/or portfolio companies and (v) having provided or providing certain commodities, derivatives and/or foreign exchange trading services to Brookfield, GIC and/or Singapore and/or certain of their respective affiliates and/or portfolio companies. From June 1, 2017 through May 31, 2019, BofA Merrill Lynch and its affiliates derived aggregate revenues from Brookfield, GIC, Singapore and their affiliates of approximately $320 million for such investment and corporate banking services.

Opinion of Morgan Stanley & Co. LLC

Morgan Stanley was retained by G&W to act as its financial advisor and to render a financial opinion in connection with a potential sale of G&W. G&W selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s experience in transactions similar to the merger, qualifications, expertise and reputation and its knowledge of G&W and its business and the industries in which G&W conducts its business. On June 30, 2019, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing, to the G&W Board to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in Morgan Stanley’s written opinion, the merger consideration to be received by the holders of shares of G&W common stock (other than excluded shares) pursuant to the merger agreement was fair, from a financial point of view, to such holders of shares of G&W common stock.

The full text of Morgan Stanley’s written opinion to the G&W Board, dated June 30, 2019, is attached as Annex C and is incorporated by reference into this proxy statement in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. Stockholders of G&W are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the G&W Board and addressed only the fairness, from a financial point of view, as of the date of the opinion, of the merger consideration to be received by the holders of shares of G&W common stock (other than excluded shares) pursuant to the merger agreement. Morgan Stanley’s opinion did not address any other aspect of the merger and did not and does not

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constitute an opinion or recommendation as to how the holders of shares of G&W common stock should vote at any stockholders’ meeting to be held in connection with the merger. The summary of Morgan Stanley’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of Morgan Stanley’s opinion.

In arriving at its opinion, Morgan Stanley:

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by G&W, and formed a substantial basis for Morgan Stanley’s opinion. With respect to G&W’s financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best then-currently available estimates and judgments of the management of G&W of the future financial performance of G&W. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any material terms or conditions, including, among other things, that Parent will obtain financing in accordance with the terms set forth in the debt commitment letter and equity commitment letters and that the definitive merger agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley noted that it is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of G&W and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of G&W’s officers, directors, or employees, or any class of such persons, relative to the merger consideration to be received by the holders of shares of G&W common stock in the transaction. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of G&W, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of June 30, 2019. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

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Summary of Financial Analyses

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter dated June 30, 2019 to the G&W Board. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors, without considering all analyses and factors reviewed, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 8, 2019, the last trading day prior to initial media speculation of a potential transaction involving G&W, and is not necessarily indicative of current market conditions.

In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley, at the direction of G&W Board, used and relied upon certain financial projections provided by G&W’s management and referred to in this proxy statement (and defined in the below section captioned “— Certain Financial Projections ”) as the “Financial Projections”. For more information, please see the section of this proxy statement captioned “— Certain Financial Projections ”.

Publicly Traded Comparable Companies Analysis. Morgan Stanley performed a publicly traded comparable companies analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared, using publicly available information, certain future financial information for G&W with corresponding future financial information, ratios and public market multiples for certain publicly traded companies in the rail industry that operate Class I railroads (the “Comparable Companies”). For purposes of this analysis, Morgan Stanley determined, upon the application of its professional judgment and experience, that given the lack of publicly traded short line railroad companies, the companies that are most similar to G&W’s current and anticipated operations are the Class I railroad companies. The Comparable Companies used in this analysis included the following:

For purposes of this analysis, Morgan Stanley analyzed:

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Results of the analysis were presented for the Comparable Companies, as indicated in the following tables:

Based on its analysis of the relevant metrics for each of the Comparable Companies and taking into consideration the different business, financial and operating characteristics of the Comparable Companies as compared to G&W and upon the application of its professional judgment, Morgan Stanley selected representative ranges of AV / EBITDA Multiple and P/E Multiple for the fiscal year 2019 and applied these ranges of multiples to estimates of fiscal year 2019 EBITDA of $648 million and fiscal year 2019 EPS of $4.32, respectively, in each case as provided by G&W management in the Financial Projections. Morgan Stanley calculated a range of estimated implied values per share of G&W common stock as follows, each rounded to the nearest $0.25, as compared to the merger consideration of $112.00 per share:

No company utilized in the publicly traded comparable companies analysis is identical to G&W and hence the foregoing summary and underlying financial analyses involved considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which G&W was compared. In evaluating Comparable Companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of G&W, such as the impact of competition on the business of G&W and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of G&W or the industry or in the financial markets in general. Mathematical analysis is not in itself a meaningful method of using publicly traded comparable companies data.

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Precedent Transactions Analysis. Morgan Stanley performed a precedent transactions analysis, which attempts to provide an implied value of a company based on publicly available financial terms of selected precedent transactions. Morgan Stanley compared publicly available statistics for certain transactions since 2012 with transaction AV above $500 million involving businesses that Morgan Stanley judged to be similar in certain respects to G&W’s business or aspects thereof based on Morgan Stanley’s professional judgment and experience. For these transactions, Morgan Stanley reviewed the ratio of the AV of the transaction to the last 12 months EBITDA prior to the announcement date of the applicable transaction (“LTM EBITDA”, and such ratio, the “AV / LTM EBITDA Multiple”), based on publicly available financial information. The following is a list of the transactions reviewed:

The selected precedent transactions varied significantly based upon company scale, business risks, growth prospects and geography, as well as prevailing market trends. Based on its experience and professional judgment and taking into consideration, among other things, (i) the observed multiples for the precedent transactions listed above, (ii) the different business, financial and operating characteristics of the companies in such transactions as compared to G&W and (iii) the prevailing market trends for the valuation and performance of railroad companies at the time of each transaction as compared to the current prevailing market trends, Morgan Stanley applied an AV / LTM EBITDA Multiple range of 10.0x to 12.0x to G&W’s adjusted LTM EBITDA as of March 31, 2019 of $628 million as provided by G&W management.

Based on this analysis, Morgan Stanley calculated a range of estimated implied values per share of G&W common stock as follows, each rounded to the nearest $0.25, as compared to the merger consideration of $112.00 per share:

No company or transaction utilized in the precedent transactions analysis is identical to G&W or the merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of G&W, such as the impact of competition on G&W’s business or the industry generally, industry growth, and the absence of any adverse material change in the financial condition or prospects of G&W or the industry, or in the financial markets in general.

Discounted Cash Flow Analysis. Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future

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unlevered free cash flows and terminal value of a company. Morgan Stanley calculated a range of implied values per share of G&W common stock based on estimates of future unlevered free cash flows for the second, third and fourth calendar quarters in 2019 and each of the fiscal years 2020 through 2023 contained in the Financial Projections. Morgan Stanley also calculated a range of terminal values for G&W based on terminal AV / LTM EBITDA exit multiples ranging from 10.0x to 11.0x, which range was selected based on Morgan Stanley’s professional judgment and experience. The estimated unlevered free cash flows and the range of terminal values were then discounted to present values as of March 31, 2019 using a range of discount rates from 7.1% to 8.6%, which range of discount rates was selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect G&W’s estimated weighted average cost of capital.

Based on this analysis, Morgan Stanley derived a range of estimated implied values per share of G&W common stock of $101.50 to $121.00, rounded to the nearest $0.25, as compared to the merger consideration of $112.00 per share.

Other Information

Discounted Equity Value Analysis. For reference only and not as a component of its fairness analysis, Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into a theoretical estimate of the future implied value of a company’s common equity as a function of such company’s estimated future earnings and a theoretical range of trading multiples. The resulting estimated future implied value of equity is subsequently discounted back to the present day at the company’s cost of equity in order to arrive at an illustrative estimate of the present value for the company’s theoretical future implied stock price.

In arriving at the estimated equity values per share of G&W common stock, Morgan Stanley selected a representative range of P/E Multiples utilizing the next 12 months estimated earnings per share from the Comparable Companies’ historical trading range and applied these ranges of multiples to estimates of fiscal year 2020 EPS of $5.55 and fiscal year 2021 EPS of $6.68, respectively, in each case from the Financial Projections. Morgan Stanley then discounted the resulting equity values to March 31, 2019 at a discount rate of 9.6%, selected by Morgan Stanley based on the application of its professional judgment and experience to reflect G&W’s cost of equity. Based on this analysis, Morgan Stanley derived a range of implied values per share of G&W common stock as follows, each rounded to the nearest $0.25:

Illustrative Leveraged Buyout Analysis. For reference only and not as a component of its fairness analysis, Morgan Stanley performed a hypothetical leveraged buyout analysis to determine the prices at which an infrastructure investor might effect a leveraged buyout of G&W. In preparing this analysis, Morgan Stanley utilized the Financial Projections, at the direction of G&W management. Financial projections for fiscal years 2024 through 2028 were extrapolated based on the direction of, and guidance from, G&W management. Morgan Stanley assumed (i) an illustrative transaction date of March 31, 2019, (ii) a subsequent exit transaction by the infrastructure investor at December 31, 2028, (iii) a multiple of 5.5x of total debt to LTM EBITDA as of March 31, 2019 excluding G&W’s Australia operations but including Australia dividends and not burdened by stock-based compensation, (iv) target range of annualized internal rates of return for the infrastructure investor of 11.0% to 14.0%, and (v) a range from 10.0x to 11.0x of AV / LTM EBITDA exit multiples. Morgan Stanley selected the leverage multiple, financing terms, exit multiple, and target internal rates of return based upon the application of its professional judgment and experience.

Based on this analysis, Morgan Stanley derived a range of implied values per share of G&W common stock of $95.25 to $116.75, rounded to the nearest $0.25.

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Equity Research Analysts’ Price Targets. For reference only and not as a component of its fairness analysis, Morgan Stanley reviewed the undiscounted price targets for shares of G&W Class A common stock prepared and published by nine equity research analysts as of March 8, 2019, the last trading day prior to initial media speculation of a potential transaction involving G&W. These targets generally reflect each analyst’s estimate of the future public market trading price of shares of G&W Class A common stock. In order to better compare the equity analysts’ stock price targets with the merger consideration, based on its professional judgment and experience, Morgan Stanley discounted each analyst’s price target to present value by applying, for a one year discount period, a discount rate of 9.6%, selected by Morgan Stanley based on the application of its professional judgment and experience to reflect G&W’s cost of equity. This analysis resulted in a discounted analyst price target range for shares of G&W Class A common stock of $63.00 to $86.75 per share, rounded to the nearest $0.25. Morgan Stanley also noted that the median of equity analysts’ discounted price targets for shares of G&W Class A common stock was $79.39 per share.

The price targets published by equity research analysts do not necessarily reflect current market trading prices for shares of G&W Class A common stock and these estimates are subject to uncertainties, including the future financial performance of G&W and future financial market conditions.

Historical Trading Range. For reference only and not as a component of its fairness analysis, Morgan Stanley reviewed the low and high per share trading range of shares of G&W Class A common stock for the 12-month period ending March 8, 2019, the last trading day prior to initial media speculation of a potential transaction involving G&W. Morgan Stanley observed that during such period the per share trading range was $67.92 to $92.59 per share of G&W Class A common stock.

General

In connection with the review of the merger by the G&W Board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the range of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of G&W.

In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the control of G&W. These include, among other things, the impact of competition on the business of G&W and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of G&W and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the merger consideration to be received by the holders of shares of G&W common stock (other than excluded shares), and in connection with the delivery of its opinion dated June 30, 2019 to the G&W Board. These analyses do not purport to be appraisals or to reflect the prices at which shares of G&W common stock might actually trade.

The merger consideration was determined through arm’s-length negotiations between G&W and Parent and was approved by the G&W Board. Morgan Stanley acted as financial advisor to the G&W Board during these

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negotiations but did not, however, recommend any specific consideration to G&W or the G&W Board, nor opine that any specific consideration constituted the only appropriate consideration for the merger. In addition, Morgan Stanley’s opinion did not address the relative merits of the merger as compared to any other alternative business transaction, and Morgan Stanley’s opinion expressed no opinion or recommendation as to how the holders of shares of G&W common stock should vote at any stockholders’ meeting to be held in connection with the merger.

Morgan Stanley’s opinion and its presentation to the G&W Board was one of many factors taken into consideration by the G&W Board in deciding to approve the execution, delivery and performance by G&W of the merger agreement and the transactions contemplated thereby. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the G&W Board with respect to the merger consideration pursuant to the merger agreement or of whether the G&W Board would have been willing to agree to different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

The G&W Board retained Morgan Stanley based on Morgan Stanley’s qualifications, experience and expertise and its familiarity with G&W. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Brookfield and GIC, each of which are significant stockholders of Parent, and certain of their majority-controlled affiliates and portfolio companies, Parent, G&W, or any other company, or any currency or commodity, that may be involved in the merger, or any related derivative instrument.

Under the terms of its engagement letter dated December 5, 2017, as amended on June 13, 2019, Morgan Stanley provided G&W financial advisory services and a financial opinion, described in this section and attached to this proxy statement as Annex C , in connection with the merger. As compensation for Morgan Stanley’s financial advisory services, G&W has agreed to pay Morgan Stanley a fee, which is contingent upon the consummation of the merger, of approximately $27 million (the “Morgan Stanley Transaction Fee”). As compensation for Morgan Stanley rendering a financial opinion to the G&W Board, G&W paid Morgan Stanley a fee equal to $2.5 million, which will be credited against the Morgan Stanley Transaction Fee payable if the merger is consummated. G&W has also agreed to reimburse Morgan Stanley for its reasonable and documented expenses incurred from time to time in connection with this engagement. In addition, G&W has agreed to indemnify Morgan Stanley and its affiliates, its and their respective directors, officers, employees and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates, against any losses, claims, damages or liabilities, relating to, arising out of or in connection with Morgan Stanley’s engagement and to reimburse certain expenses relating to such indemnity.

In the two years prior to the date of its opinion, Morgan Stanley has provided financing services to G&W and has received fees in connection with such services of less than approximately $3 million in the aggregate. In the 30 months prior to the date of its opinion, Morgan Stanley has provided financial advisory and financing services to Brookfield and GIC and certain of their majority-controlled affiliates and portfolio companies and has received fees in connection with such services of approximately $60 to $85 million and $15 to $35 million, in the aggregate, respectively. Morgan Stanley may also seek to provide financial advisory and financing services to Brookfield, GIC and G&W and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

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Certain Financial Projections

In our press releases announcing quarterly and annual earnings, G&W has from time to time publicly provided certain projections as to our future financial performance (which projections may also be included in investor presentations from time to time). G&W does not otherwise, as a matter of course, publicly disclose projections as to our future financial performance. However, G&W’s senior management prepared and provided to the G&W Board and to BofA Merrill Lynch and Morgan Stanley certain non-public financial forecasts, which BofA Merrill Lynch and Morgan Stanley relied on in performing their financial analyses summarized above under “Opinions of G&W’s Financial Advisors”. In response to the G&W Board’s desire to review updated financial information to assess the Company’s strategic alternatives, G&W’s senior management prepared a draft set of projections in December 2018 based on a prior set of projections prepared by G&W’s senior management in connection with its “market check” process in late 2017 and updated to, among other things, include updated business and economic conditions and costs and benefits from specific new business initiatives, which projections were further updated in early 2019 for updated business and economic conditions. These updated projections were presented by G&W’s senior management at the G&W Board’s February 1, 2019 meeting, and we refer to this set of financial projections as the “Financial Projections”. A version of the Financial Projections was included in the “confidential information package” made available to the Sponsors and other bidders involved in the sale process in the course of their due diligence, and we refer to this version of the Financial Projections as the “CIP Projections”. The CIP Projections were based on the Financial Projections except that the CIP Projections were intended to illustrate for the Sponsors and other potential bidders the potential financial performance of G&W in the event G&W were able to fully achieve operational and cost improvement initiatives, successfully complete specific technology projects and effectively deploy $300,000,000 of capital in each of 2019, 2020 and 2021 for acquisitions and new business investments assuming that G&W would be able to achieve a return consistent with prior investments, all of which were uncertain and not included in the Financial Projections. The Financial Projections, including earlier drafts thereof, and the CIP Projections were provided to BofA Merrill Lynch and Morgan Stanley, but neither the earlier drafts of the Financial Projections nor the CIP Projections were approved by the G&W Board for BofA Merrill Lynch and Morgan Stanley’s use for purposes of their respective financial analyses summarized under “Opinions of G&W’s Financial Advisors”. Only the Financial Projections were approved by the G&W Board for BofA Merrill Lynch and Morgan Stanley’s use for purposes of its financial analyses summarized above under “Opinions of G&W’s Financial Advisors”. BofA Merrill Lynch and Morgan Stanley expressed no view or opinion as to the Financial Projections or the assumptions on which they were based. A summary of the Financial Projections and the CIP Projections (which we refer to collectively as the “Projections”) are set forth below.

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The Projections were not prepared with a view to public disclosure and are included in this proxy statement only because the Financial Projections were made available to BofA Merrill Lynch and Morgan Stanley for use in connection with their financial analysis summarized above under “The Merger Proposal (Proposal 1)—Opinions of G&W’s Financial Advisors” and the CIP Projections were made available to the Sponsors and other bidders involved in the sale process in the course of their due diligence. The Projections were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States, which we refer to as “GAAP,” the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Projections were prepared by, and are the responsibility of, our management. PricewaterhouseCoopers LLP (“PwC”) has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Projections and, accordingly, PwC does not express an opinion or any other form of assurance with respect thereto. The PwC report incorporated by reference in this proxy statement relates to the Company’s previously issued financial statements. It does not extend to the Projections and should not be read to do so. The Projections were prepared solely for internal use of G&W and are subjective in many respects.

Although this summary of the Projections is presented with numerical specificity, the projections reflect numerous variables, assumptions and estimates as to future events made by our management that our management believed were reasonable at the time the Projections were prepared, taking into account the relevant information available to management at the time. However, such variables, assumptions and estimates are inherently uncertain and many of which are beyond the control of our management. Because the Projections cover multiple years, by their nature, they become less predictive with each successive year. This information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the Projections not to be achieved include adverse global macroeconomic and business conditions that could negatively impact our business, changes in commodity prices that could decrease demand for the transportation of commodities, an inability to consummate additional acquisitions or investments or manage our growth effectively, an inability to integrate acquired businesses successfully or realize the anticipated cost savings or other benefits, an inability to obtain additional capital to fund our

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acquisitions and investments that might require us to forego potential opportunities and impair our growth strategy, exposure to market risks such as changes in interest rates, foreign currency exchange rates and hedging transactions entered into to mitigate those, a deterioration in our relationships with Class I railroad and other connecting carriers, our dependence on lease agreements with Class I railroads, the loss of important customers or contracts, exposure to the credit risk of our customers and counterparties and their failure to meet their financial obligations, our transportation of hazardous materials, which could result in material losses, the susceptibility of our operations and rail infrastructure to weather conditions and other natural occurrences, our failure to maintain satisfactory working relationships with partners in Australia, market and regulatory responses to climate change and other changes in the dynamics of global energy markets, the restrictions imposed by the covenants in our U.S. and Australia credit facilities, our substantial indebtedness, our inability to obtain government funding for capital projects or to benefit from revenue support grants, the occurrence of losses or other liabilities that are not covered by insurance or that exceed our insurance limits, the significant regulation of our railroad operations, the significant costs for violations of, or liabilities under, environmental laws and regulations, competition from numerous sources related to geography, substitute products, other types of transportation and other rail operators, diesel fuel supply constraints resulting from disruptions in the fuel markets and increases in diesel fuel costs, claims and lawsuits that could result in significant expenditures, strikes and work stoppages of our employees and our customers’ employees who belong to labor unions, inability to employ a sufficient number of qualified workers, our dependence on our senior management team to execute our growth strategy, failure to maintain an effective system of internal control over financial reporting, disclosure controls and procedures, the dependence of our operations on our ability to obtain railcars, locomotives and other critical railroad items from suppliers, terrorism and anti-terrorism measures, our reliance on the stability and availability of our technology systems to operate our business, certain additional risks associated with our foreign operations, including the risk of doing business in foreign countries, exchange rate fluctuations, political and economic uncertainty related to Brexit, the cancellation of our concession and/or lease agreements in Australia, open access regimes in Australia and Europe and changes in such regimes, revocation of our safety accreditations, our significant funding obligations under our U.K. pension plan and risks related to taxation, including the failure to extend the U.S. Short Line Tax Credit and the distribution of the earnings of our foreign subsidiaries. In addition, the Projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the merger. As a result, there can be no assurance that the Projections will be realized, and actual results may be materially better or worse than those contained in the Projections. The inclusion of this information should not be regarded as an indication that the G&W Board, G&W, BofA Merrill Lynch, Morgan Stanley, Parent, Parent’s representatives and affiliates (including the Sponsors) or any other recipient of this information considered, or now considers, the Projections to be necessarily predictive of actual future results. The summary of the Projections is not included in this proxy statement in order to induce any stockholder to vote in favor of the merger proposal or any of the other proposals to be voted on at the special meeting.

The Projections are forward-looking statements. For information on factors that may cause G&W’s future results to materially vary, see the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility, to update or otherwise revise the Projections to reflect circumstances existing after the date when G&W prepared the Projections or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying the Projections are shown to be in error. By including in this document a summary of certain financial projections, neither G&W nor any of its representatives or advisors (including BofA Merrill Lynch and Morgan Stanley) nor Parent, Parent’s representatives and affiliates (including the Sponsors) makes any representation to any person regarding the ultimate performance of G&W or the surviving corporation compared to the information contained in such financial forecasts and should not be read to do so.

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Certain of the measures included in the Projections may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by G&W may not be comparable to similarly titled amounts used by other companies. The non-GAAP financial measures were relied upon by BofA Merrill Lynch and Morgan Stanley for purposes of their respective financial analyses and opinions and by the G&W Board in connection with its consideration of the merger. Financial measures provided to a financial advisor in connection with a business combination transaction are excluded from the definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not relied upon by BofA Merrill Lynch and Morgan Stanley for purposes of their respective financial analyses and opinions or by the G&W Board in connection with its consideration of the merger. Accordingly, we have not provided a reconciliation of the financial measures.

Interests of G&W’s Executive Officers and Directors in the Merger

In considering the recommendation of the G&W Board that you vote to approve the merger proposal, you should be aware that, aside from their interests as G&W stockholders, G&W’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of G&W stockholders generally, which may create potential conflicts of interest. These interests are described in more detail below, and with respect to the named executive officers of G&W, are quantified in the “Golden Parachute Compensation” table below. The G&W Board was aware of these interests and considered them when it adopted the merger agreement and approved the merger. The calculations set forth herein are based on the outstanding equity-based awards and deferred compensation account balances as of July 1, 2019.

With regard to our directors serving on the G&W Board, these interests relate to the impact of the transaction on the directors’ outstanding equity awards and the provision of indemnification, the advancement of expenses, exculpation and insurance arrangements pursuant to the merger agreement and G&W’s certificate of incorporation and bylaws, which reflect that such directors may be subject to claims arising from their service on the G&W Board, subject in all respects to the limitations set forth in the merger agreement. In addition, Parent has agreed in the merger agreement to perform the indemnification agreements between G&W and the directors serving on the G&W Board, subject in all respects to the limitations set forth in the merger agreement. We estimate that the aggregate amount that would become payable to our directors serving on the G&W Board (other than John C. Hellmann, whose respective interests are as an executive officer and further described below) in settlement of their unvested equity awards if the effective time was October 15, 2019, based on the price per share of G&W common stock of $112.00, is approximately $1,835,904.

G&W’s current executive officers are: John C. Hellmann, Timothy J. Gallagher, Allison M. Fergus, Michael O. Miller, Matthew O. Walsh and Christopher F. Liucci. References to “executive officers” in this section also include David A. Brown who, effective February 8, 2019, ceased to be an executive officer of G&W.

With regard to our executive officers, these interests relate to the possible receipt of the following types of payments and benefits that may be triggered by or otherwise relate to the merger, assuming the merger occurred on October 15, 2019 and, where applicable, the executive officer experiences a qualifying termination immediately thereafter, and coverage under indemnification, advancement of expenses and insurance arrangements, in each case as further described below:

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Treatment of Director and Executive Officer Common Stock

As is the case for any stockholder of G&W, G&W’s directors and executive officers will receive $112.00 in cash, without interest, and less any applicable withholding taxes, for each share of G&W common stock that they own at the effective time. For information regarding beneficial ownership of G&W common stock by each of G&W’s current directors, G&W’s named executive officers and all directors and executive officers as a group, see the section entitled “Security Ownership of Certain Beneficial Owners and Management” beginning on page [●].

Treatment of Director and Executive Officer Equity Awards

As described under “The Merger Agreement—Treatment of G&W Equity Awards” beginning on page [●], the merger agreement provides that each option to purchase shares of G&W common stock, each PSU and each Stock Unit will be treated as set forth below.

Treatment of Stock Options

Immediately prior to the effective time, except as otherwise agreed to in writing between a holder and Parent, each outstanding option to purchase shares of G&W common stock will automatically become immediately vested and be cancelled and the holder will be entitled to receive an amount in cash, without interest and less any applicable withholding taxes, equal to (i) the number of shares subject to the option multiplied by (ii) the excess, if any, of $112.00 over the exercise price per share of the option, payable in a lump sum through G&W’s payroll system or by check as soon as reasonably practicable after the effective time.

Treatment of Stock Units

Immediately prior to the effective time, except as otherwise agreed to in writing between a holder and Parent, each outstanding G&W deferred stock unit, restricted stock unit (other than a PSU), phantom stock unit, restricted share or similar stock right (in each case, a “Stock Unit”) will automatically become immediately vested, and each Stock Unit will be cancelled and the holder will be entitled to receive, at or promptly following the effective time, an amount in cash, without interest and less any applicable withholding taxes, equal to (x) the total number of shares subject to the Stock Unit immediately prior to the effective time multiplied by (y) $112.00, payable in a lump sum through G&W’s payroll system or by check as soon as reasonably practicable after the effective time.

Treatment of PSUs

Immediately prior to the effective time, except as otherwise agreed to in writing between a holder and Parent, each outstanding G&W performance-based restricted stock unit (“PSU”) will automatically become

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immediately vested, and each PSU will be cancelled, with the holder being entitled to receive an amount in cash, without interest and less any applicable withholding taxes, equal to (i) with respect to each PSU with a performance period beginning January 1, 2019 and ending December 31, 2021, (A) if the effective time occurs prior to January 1, 2020, an amount in cash, without interest and less any applicable withholding taxes, equal to (x) the total number of shares subject to the PSU immediately prior to the effective time, calculated based on target-level performance, multiplied by (y) $112.00 and (B) if the effective time occurs on or after January 1, 2020, an amount in cash equal to (x) the total number of shares subject to the PSU as of immediately prior to the effective time, calculated based on actual-level performance, calculated with the applicable performance period running through the date of the Company’s most recently completed quarterly financial results prior to the closing, pursuant to and in accordance with the terms of such PSU, multiplied by (y) $112.00, and (ii) with respect to all other PSUs, an amount in cash, without interest and less any applicable withholding taxes, equal to (x) the total number of shares subject to the PSU immediately prior to the effective time, calculated based on actual performance achieved, in accordance with the terms of each PSU, multiplied by (y) $112.00.

Payments for Unvested Equity Awards

The following table sets forth the amounts that each director, named executive officer and all other executive officers as a group of G&W would receive with respect to unvested stock options, Stock Units and PSUs, assuming the completion of the merger occurred on October 15, 2019. The number of outstanding vested options beneficially owned as of July 1, 2019 by each individual listed in the table below is included in the “Security Ownership of Certain Beneficial Owners and Management” table beginning on page [●]. The numbers set forth below do not attempt to forecast any grants, additional issuances, dividends, additional deferrals or forfeitures of equity-based awards following the date of this proxy statement. The calculations set forth in the table below are based on the outstanding equity-based awards as of July 1, 2019. Depending on when the effective date occurs, certain equity-based awards shown in the table below may vest in accordance with their terms.

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Continuity Agreements

Each G&W executive officer is party to a continuity agreement with G&W. The continuity agreements with each executive officer provide that, upon termination of his or her employment without cause or resignation for good reason within two years following a change of control (which this transaction will be deemed to constitute), each executive officer will receive a cash severance amount equal to three times (two times, in the case of Mr. Liucci) the sum of his or her current salary plus target annual incentive compensation for that year. Additionally, the executives would be entitled to receive accrued but unpaid base salary and annual incentive compensation and a pro rata portion of the executive officer’s annual bonus, calculated based on actual performance. Further, pursuant to the continuity agreements, upon termination without cause or resignation for good reason within two years following a change of control, all unvested stock options, stock appreciation rights, phantom stock units and restricted stock granted or issued by the Company immediately become vested to the extent such acceleration does not take place earlier under the applicable plan documents.

If any payments or benefits due to the executive officer in connection with a change in control would be subject to an excise tax by reason of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, then the executive officers are entitled to receive the greater of the after-tax change of control payment, including their payment of the 20% excise tax for excess tax for excess parachute payments, or the after-tax safe harbor limit of three times the respective executive officer’s base amount less one dollar.

The term “good reason” is generally defined in all of the continuity agreements with our executive officers to mean, during the term of the agreement, any of the following without the executive officer’s express written consent: (i) any material and adverse diminution in the executive officer’s duties, titles or responsibilities with G&W from those in effect immediately prior to the change in control; provided, however, that no such diminution will be deemed to exist because of changes in the executive officer’s duties, titles or responsibilities as a consequence of G&W ceasing to be subject to the reporting requirements of the Exchange Act; (ii) any material reduction in the executive officer’s annual base salary, annual equity award target or annual cash bonus percentage target from the annual base salary, annual equity award target or annual cash bonus percentage target in effect immediately prior to the change in control; provided that “good reason” will not exist if, in lieu of annual equity grants, the executive officer is provided with an equivalent compensation package; (iii) any requirement that the executive officer be based at a location more than 35 miles from the location at which the executive officer was based immediately prior to the change in control (or a substantial increase in the amount of travel the executive officer is required to do because of a relocation of the executive offices); and (iv) any failure by G&W to obtain from any successor to G&W, including any surviving entity, an agreement reasonably satisfactory to the executive officer to assume and perform the continuity agreement.

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The term “cause” is generally defined in all of the continuity agreements with our executive officers to mean, during the term of the agreement, the occurrence of: (i) the willful and continued failure of the executive officer to perform substantially all of his or her duties with G&W (other than any such failure resulting from incapacity due to physical or mental illness) for a period of 10 days following the delivery of a written demand for performance that specifically identifies the manner in which the G&W Board believes that the executive officer has not performed his or her duties; (ii) dishonesty in the performance of the executive officer’s duties with G&W; (iii) the executive officer’s conviction of, or plea of guilty or nolo contendere to, a crime under the laws of the United States or any state thereof constituting (x) a felony or (y) a misdemeanor involving fraudulent conduct or moral turpitude; (iv) the executive officer’s willful malfeasance or willful misconduct in connection with the executive officer’s duties with G&W or any act or omission which is injurious to the financial condition or business reputation of G&W or its affiliates; or (v) the executive officer’s breach of the restrictive covenant provisions of the continuity agreement.

Although it is not currently anticipated that any of G&W’s executive officers will experience a termination of employment in connection with the completion of the merger, for an estimate of the amounts that would become payable to each of G&W’s executive officers under the continuity agreements if a severance-qualifying termination of employment were to occur immediately following consummation of the merger, see “—Potential Merger-Related Payments to Named Executive Officers” below.

Deferred Compensation Plan

Each current G&W executive officer participates in the G&W Amended and Restated 2004 Deferred Compensation Plan (the “DCP”). The unvested account balance of each participating executive officer will fully vest in connection with the merger pursuant to the terms of the DCP, provided, that no amounts will be accelerated to the extent such acceleration would subject G&W to the loss of a deduction by reason of Section 280G of the Internal Revenue Code of 1986, as amended, and pursuant to the election of Messrs. Hellmann and Gallagher, completed in connection with his commencement of participation in the DCP, such executive officers will have their vested account balances paid out in the form of a lump sum cash payment, to be paid no later than 60 days after the closing date.

Indemnification and Insurance

The merger agreement provides that from and after the effective time, the surviving corporation will indemnify and hold harmless each present and former director and officer of G&W or any of its subsidiaries (in each case, to the extent acting in such capacity) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or awards paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative and whether formal or informal arising out of, relating to or in connection with the fact that such person is or was a director or officer of the Company or any of its subsidiaries or any acts or omissions occurring or alleged to occur prior to the effective time in such person’s capacity as a director or officer of the Company, whether asserted or claimed prior to, at or after the effective time, to the fullest extent that G&W would have been permitted under Delaware law and its certificate of incorporation and bylaws in effect on the date of the merger agreement to indemnify such person (and the surviving corporation will (and Parent will cause the surviving corporation to) advance expenses (including reasonable legal fees and expenses) incurred in the defense of any such proceeding (subject to such person providing an undertaking to repay such advancement if it is ultimately determined that such person is not entitled to indemnification), subject to certain limitations).

For a period of six years after the effective time, the provisions in the surviving corporation’s certificate of incorporation and bylaws with respect to indemnification, advancement of expenses and exculpation of former or present directors and officers will be no less favorable to such directors and officers than such provisions contained in G&W’s certificate of incorporation and bylaws in effect as of the date of the merger agreement,

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which provisions will not be amended, repealed or otherwise modified for a period of six years after the effective time in any manner that would adversely affect the rights thereunder of any such individuals. Parent will cause the surviving corporation to honor and perform under all indemnification agreements entered into by G&W or any of its subsidiaries with its or their directors and officers.

The merger agreement also provides that Parent will maintain, or will cause the surviving corporation to maintain, at no expense to the beneficiaries, for at least six years from the effective time the current policies of the directors’ and officers’ liability insurance and fiduciary liability insurance maintained by us (provided that Parent or the surviving corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are not less advantageous to any beneficiary thereof) with respect to matters existing or occurring at or prior to the effective time. Additionally, at Parent’s option, in lieu of maintaining such current policies, G&W will purchase from insurance carriers with comparable credit ratings, no later than the effective time, a six-year prepaid “tail policy” providing at least the same coverage and amounts containing terms and conditions that are no less advantageous in the aggregate to the insured than the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by G&W and its subsidiaries with respect to claims arising from facts or events that occurred at or before the effective time, including the transactions contemplated by the merger agreement; provided, however, that after the effective time, Parent and the surviving corporation will not be required to pay in the aggregate for such coverage under each such policy more than 300% of the last annual premium paid by G&W prior to the date of the merger agreement in respect of the coverage required to be obtained pursuant to the merger agreement under each such policy, but in such case will purchase as much coverage as reasonably practicable for such amount. If G&W elects to purchase such a “tail policy,” the surviving corporation will (and Parent will cause the surviving corporation to) maintain such “tail policy” in full force and effect and continue to honor its respective obligations thereunder.

The indemnification and insurance provisions of the merger agreement are intended to benefit, and are enforceable by, each present and former director and officer of G&W or any of its subsidiaries (in each case, to the extent acting in such capacity) (the “indemnified persons”) and their respective heirs or representatives.

Continuation of Employee Compensation and Benefit Levels

Under the merger agreement, for a period ending on the later of (x) 12 months following the effective time and (y) December 31, 2020 (which we refer to as the “benefit continuation period”), Parent has agreed to provide, or to cause the surviving corporation to provide, to each employee of G&W or its subsidiaries, including our executive officers, who continued to be employed by the surviving corporation or any subsidiary or affiliate (which we refer to as “continuing employees” herein) (i) a salary, wage, target annual cash bonus opportunity and commissions opportunity that, in each case, is no less favorable than the salary, wage, target bonus opportunity and commissions opportunity that was provided to such continuing employee immediately prior to the effective time and (ii) employee pension, welfare and other benefits (other than equity compensation, defined pension benefits, retiree medical and life insurance benefits) that have an aggregate value that is substantially comparable to the employee pension, welfare and other benefits provided to such continuing employee immediately prior to the effective time (other than equity compensation, defined pension benefits, retiree medical and life insurance benefits). For the duration of the benefit continuation period, Parent or one of its affiliates will maintain for the benefit of each continuing employee a severance or termination arrangement no less favorable than the severance or termination arrangement provided to such continuing employee immediately prior to the effective time and as set forth in the Company disclosure letter. Parent intends to implement a long term incentive plan during the benefit continuation period in amounts and on terms and conditions as determined by Parent. The foregoing provisions do not apply to any continuing employees covered by a collective bargaining agreement.

Transaction Bonus Program

Under the merger agreement and the related Company disclosure letter, G&W may grant transaction bonuses to up to 30 employees, to be designated by our Chief Executive Officer and which may include

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executive officers, with payments thereunder not to exceed $500,000 individually and $5,000,000 in the aggregate, subject to such employee’s employment through the closing date and payable within 45 days following the closing date. The other terms of the transaction bonus awards are subject to Parent’s review and approval, which is not to be unreasonably withheld.

As of the date of this proxy statement, the recipients, individual award amounts and terms of the transaction bonus awards have not yet been determined.

Other Interests

As of the date of this proxy statement, other than the arrangements discussed in this proxy statement, none of our executive officers has entered into any agreement with Parent regarding employment with, or compensation from, or equity participation or reinvestment in, the surviving corporation or Parent on a going-forward basis following the completion of the merger. However, Parent (or its representatives) and some or all of our executive officers may from time to time have discussions with respect to, or enter into, such arrangements, including, but not limited to, arrangements related to the transaction bonus program or any other cash-based retention program that may be established by Parent.

Potential Merger-Related Payments to Named Executive Officers

The following table sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for G&W’s named executive officers based on the merger, assuming that the merger was completed on October 15, 2019 and each named executive officer is terminated without cause immediately following the completion of the merger. The actual amounts payable would depend on the date of termination, the manner of the termination and the terms of the agreements in effect at such time. The calculations set forth in the table below are based on the outstanding equity-based awards and deferred compensation account balances as of July 1, 2019.

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All components of the cash severance amount are “double-trigger” (i.e., they are contingent upon a qualifying termination of employment during the two-year period following the completion of the merger). The estimated amount of each component of the cash severance payment (excluding any pro rata bonus and transaction bonus, as noted above) is set forth in the table below.

Financing of the Merger

We anticipate that the total funds needed to complete the merger (including the funds to pay G&W stockholders, to pay the holders of other equity-based interests the amounts due to them under the merger agreement and to repay outstanding indebtedness required to be repaid as a result of the merger), which would be approximately $8.7 billion, will be funded through a combination of the following:

(i) debt financing in an aggregate principal amount of $3,150,000,000, consisting of a $600,000,000 senior secured revolving credit facility and $2,550,000,000 in aggregate principal amount of senior secured term loans (provided that a portion of the senior secured term loan financing may be replaced by the proceeds of the issuance of notes in an amount to be agreed, as described below). Parent has received firm commitments from a consortium of financial institutions to provide the debt financing. See the section entitled “—Debt Financing”; and

(ii) equity financing in an aggregate amount of approximately $5,527,000,000. Parent has received equity commitments for the equity financing from the Investors/Guarantors. See the section entitled “—Equity Financing”.

The completion of the merger is not conditioned upon Parent’s receipt of financing.

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Debt Financing

In connection with the entry into the merger agreement, Parent has obtained a commitment letter (the “debt commitment letter”) from Credit Suisse Loan Funding LLC, Credit Suisse AG, Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Royal Bank of Canada, RBC Capital Markets, LLC, BMO Capital Markets Corp., Bank of Montreal, The Bank of Nova Scotia, The Toronto-Dominion Bank, New York Branch, TD Securities (USA) LLC, Barclays Bank PLC, MUFG Bank, Ltd., MUFG Union Bank, N.A. and MUFG Securities Americas Inc. (collectively, the “debt commitment parties”) to provide, severally but not jointly, upon the terms and subject to the conditions set forth in the debt commitment letter, acquisition debt financing in an aggregate amount of $3,150,000,000, consisting of a $600,000,000 senior secured revolving credit facility and $2,550,000,000 in aggregate principal amount of senior secured term loans (a portion of which may, at the option of the Merger Sub in its sole discretion prior to the launch of general syndication, but subject to the terms and conditions set forth in the debt commitment letter, be available in a separate term loan tranche denominated in pounds sterling in an amount up to £300,000,000). Merger Sub may, at its option, issue notes in a private placement, the gross proceeds of which will be used to reduce any borrowings under, or commitments to provide, the senior secured term loans on a dollar for dollar basis.

The proceeds of the debt financing will be used (i) to pay the consideration for the merger, (ii) to repay in full all outstanding indebtedness of G&W and its subsidiaries under G&W’s existing U.S. credit facility, (iii) to pay the fees, costs and expenses related to the merger and the refinancing of G&W’s existing U.S. credit facility and (iv) for working capital and general corporate purposes.

The obligations of the debt commitment parties to provide the debt financing under the debt commitment letter are subject to a number of conditions, including (i) the substantially simultaneous completion of the merger in accordance with the merger agreement without giving effect to certain material amendments or waivers absent the consent of the debt commitment parties, (ii) that the specified representations and warranties in the merger agreement will be true and correct to the extent required by the debt commitment letter, (iii) the consummation of the equity financing prior to, or substantially concurrently with, the initial borrowings under the debt facilities, and the consummation of the refinancing of G&W’s existing U.S. credit facility prior to, or substantially concurrently with, the initial borrowings under the debt facilities, (iv) the delivery of certain audited, unaudited and pro forma financial statements, (v) the execution of certain definitive debt documentation consistent with the debt commitment letter, (vi) subject to customary limitations, the execution of certain definitive documentation to perfect the administrative agent’s security interest in the collateral as provided in the debt commitment letter, (vii) the receipt of documentation and other information about the borrowers and guarantors required under applicable “know your customer” and anti-money laundering rules and regulations (including the PATRIOT Act), (viii) payment of all applicable invoiced fees and expenses, (ix) the completion of the required marketing period and (x) that no change, event, fact, condition, development, effect or occurrence shall have occurred that would constitute a “material adverse effect” (as defined in the merger agreement).

The obligations of the debt commitment parties to provide the debt financing under the debt commitment letter will terminate at the earlier of (i) five business days after the end date (as defined in the section entitled “The Merger Agreement—Termination of the Merger Agreement” starting on page [●]), (ii) the valid termination of the merger agreement prior to the consummation of the merger or (iii) the consummation of the merger without the use of the senior debt facilities.

Parent and Merger Sub are required under the merger agreement to use commercially reasonable efforts to take all actions and do all things necessary, proper or advisable to arrange and consummate the financing on the terms and conditions contemplated by the debt commitment letter. In the event any portion of the debt financing becomes unavailable on the terms and conditions contemplated in the debt commitment for any reason, Parent and Merger Sub are required under the merger agreement to use, and cause their respective subsidiaries to use, their reasonable best efforts to obtain alternative third-party financing from alternative sources in an amount that when added with Parent and Merger Sub’s existing cash on hand and the equity financing is sufficient to

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consummate the transactions contemplated by the merger agreement and on terms and conditions that are not materially less beneficial to Parent or Merger Sub than the terms in the debt commitment letter. The documentation governing the debt financing contemplated by the debt commitment letter has not been finalized and, accordingly, the actual terms of the debt financing may differ from those described in this proxy statement.

Parent and Merger Sub have agreed in the merger agreement to use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the debt financing and equity financing on the terms and conditions set forth in the financing commitments, including using reasonable best efforts to (i) maintain in full force and effect the financing commitments until the earliest of the consummation of the transactions contemplated by the merger agreement, the termination of the merger agreement or the time at which alternative financing is obtained, (ii) satisfy on a timely basis, to the extent in their control, all conditions to funding in the debt commitment letter and fee letter (together, the “debt financing commitments”), (iii) negotiate and enter into definitive agreements with respect thereto on terms and conditions described in the debt financing commitments prior to the closing date or otherwise consistent in all material respects with the debt financing commitments and on terms that would not reduce the aggregate principal amount of the debt financing to an amount that would be less than an amount that would be required to consummate the merger and make the other payments required in connection therewith or impose new or additional conditions or otherwise adversely amend the conditions to the receipt of the financing in a manner that would reasonably be expected to prevent or materially delay the debt financing, (iv) enforce their rights under the debt financing commitments and (v) in the event that all conditions in the debt financing commitments have been satisfied, cause the lenders and other persons providing the debt financing to fund on the closing date the debt financing required to the consummate the merger and the other transactions contemplated thereby.

Equity Financing

Parent has received (i) an equity commitment letter from the Brookfield Funds, dated as of July 1, 2019 (the “Brookfield equity commitment letter”), pursuant to which the Brookfield Funds have committed, subject to the conditions of the Brookfield equity commitment letter, to provide equity financing in an aggregate amount of $4,027,235,093, and (ii) an equity commitment letter from Lisson Grove, dated as of July 1, 2019 (the “Lisson Grove equity commitment letter” and, together with the Brookfield equity commitment letter, the “equity commitment letters”), pursuant to which Lisson Grove has committed, subject to the conditions of the Lisson Grove equity commitment letter, to provide equity financing in an aggregate amount of $1,500,000,000.

Funding of the equity financing is subject to the terms, conditions and limitations set forth in the equity commitment letters, which conditions include: (i) the written waiver by Parent or Merger Sub or the satisfaction of all conditions precedent set forth in the merger agreement to Parent’s and Merger Sub’s obligations to effect the closing of the merger, (ii) the proceeds of the debt financing or any alternative financing have been funded (or will be funded at the closing of the merger if the equity financing is funded at the closing of the merger) to Parent or Merger Sub and (iii) the substantially simultaneous closing of the merger on the terms and subject to the conditions of the merger agreement.

The obligation of each Investor/Guarantor to fund the equity financing will terminate automatically and immediately upon the earliest to occur of (i) the closing of the merger, (ii) the termination of the merger agreement in accordance with its terms, and (iii) the assertion by G&W or any of its affiliates or representatives acting on G&W’s behalf in any action of any claim against such Investor/Guarantor or such Investor/Guarantor’s related parties (as defined in each equity commitment letter) relating to such equity commitment letter, the limited guarantee with such Investor/Guarantor or the merger agreement or any of the transactions contemplated thereby or by such equity commitment letter (other than any action (A) to specifically enforce such equity commitment letter as described in such equity commitment letter, (B) for specific performance as provided in the merger agreement or (C) to enforce the Brookfield confidentiality agreement (in the case of the Brookfield equity commitment letter) or the GIC SI confidentiality agreement (in the case of the Lisson Grove equity commitment letter)).

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Pursuant to the terms and conditions of the merger agreement Parent and Merger Sub will use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the equity financing on the terms and conditions contemplated by the equity commitment letters.

G&W has the right to enforce Parent’s right to cause the equity financing to be funded by the Investors/Guarantors as a third party beneficiary solely to the extent G&W is entitled to specific performance under the merger agreement to cause the equity financing to be funded (see the section entitled “The Merger Agreement—Specific Performance”).

Limited Guarantees

Subject to the terms and conditions set forth in certain limited guarantees, each dated July 1, 2019 and executed concurrently with the execution of the merger agreement, the Brookfield Funds and Lisson Grove have each guaranteed the payment obligations of Parent with respect to, (i) the obligation of Parent under the merger agreement to pay the reverse termination fee if the merger agreement is terminated by the Company under specified circumstances (see the section entitled “The Merger Agreement—Termination Fees and Expenses”) and (ii) Parent’s obligation to pay certain interest and expenses and certain reimbursement and indemnification obligations of Parent under the merger agreement.

The Brookfield Funds’ obligations under its limited guarantee are subject to an aggregate cap equal to the amount of $290,142,000 and Lisson Grove’s obligations under its limited guarantee are subject to an aggregate cap equal to the amount of $107,858,000.

The limited guarantees will automatically and immediately terminate and the Investors/Guarantors will have no further obligations under the limited guarantees, upon the earliest to occur of: (i) the closing of the merger, (ii) the receipt in full by the Company or its affiliates of the amounts the Investors/Guarantors are obligated to pay under the limited guarantees (subject to the cap on such obligations in the limited guarantees) and (iii) the six-month anniversary of any termination of the merger agreement in accordance with its terms if by such date G&W has not made a claim in writing to Parent for payment of any obligations or to the Investors/Guarantors for payment of any obligations (it being understood that in the event such claim is made, the limited guarantees will automatically terminate when such claim is finally resolved or otherwise finally satisfied).

G&W’s recourse under and pursuant and subject to the terms and conditions of the limited guarantees and the equity commitment letters is G&W’s sole and exclusive remedy against the (i) Investors/Guarantors and (ii) affiliates or representatives of Parent, Merger Sub or the Investors/Guarantors (but, in the case of this clause (ii), not including Parent, Merger Sub or the Investors/Guarantors) in respect of any liabilities or obligations arising under, or in connection with, the merger agreement, the equity commitment letters or the transactions contemplated thereby.

Antitrust Reviews Required for the Merger and Other Regulatory Filings

U.S. Surface Transportation Board

Under the Interstate Commerce Commission Termination Act of 1995, as amended (the “ICCTA”), we cannot complete the merger unless and until Parent and its controlling member, Brookfield (the “Parent controlling member”) (or, as described herein, a voting trustee), are exempted under the ICCTA, or unless the STB approves or authorizes their control (or, as described herein, control by a voting trustee) of our U.S. railroads. Parent and the Parent controlling member filed a notice of exemption with the STB on July 9, 2019, which will not be effective until further order of the STB. The STB has invited comments from the public, as well as from Brookfield and Parent, by August 21, 2019 and replies by September 5, 2019. The approval, authorization or exemption of the merger and the other transactions contemplated by the merger agreement by

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the STB is a condition to each party’s obligations to complete the merger. However, if the other closing conditions in the merger agreement (other than those that by their nature are to be satisfied at closing) are reasonably expected to be satisfied prior to the STB approving, authorizing or exempting the merger and the other transactions contemplated by the merger agreement, Parent agreed to submit to the STB a form of voting trust agreement, seek an informal opinion from the STB that the voting trust would insulate Parent from unauthorized control of the Company and file with the STB all appropriate and necessary documentation for the approval, authorization or exemption of the voting trustee’s control of the Company. Once Parent has received the informal opinion from the STB with respect to the voting trust and the STB has approved, authorized or exempted the voting trustee’s control of the Company, Parent would then be obligated to consummate the merger pursuant to the voting trust agreement under which the stock of the surviving corporation would be placed into the voting trust immediately following the effective time of the merger.

Australia Regulatory

On July 2, 2019, Parent notified the Australian Competition and Consumer Commission (“ACCC”) of its intention to divest the Company’s interests in G&W Australia Holdings LP (“GWA”) and on August 4, 2019, certain subsidiaries of G&W signed a definitive agreement to divest the Company’s interests in GWA to Macquarie Australian Infrastructure Management 1 Limited as trustee for PGGM Ibis LP Trust. If conditions to the divestiture contemplated by such definitive agreement are satisfied prior to the consummation of the merger, the divestiture will be consummated contemporaneously with, or immediately prior to, the consummation of the merger.

The merger will not be consummated until (i) Parent has received written notice by or on behalf of the Treasurer of the Commonwealth of Australia stating (or to the effect) that the Australia Commonwealth Government does not object to the transactions contemplated by the merger agreement, (ii) the Treasurer of the Commonwealth of Australia becomes precluded from making an order in relation to the subject matter of the merger agreement and the transactions contemplated by it under the Australian Foreign Acquisitions and Takeover Act 1975 (Cth) (“FATA”) or (iii) if an interim order is made under the FATA in respect of the transactions contemplated by the merger agreement, the subsequent period for making a final order prohibiting the transactions contemplated by the merger agreement elapses without a final order being made. Consummation of the divestiture of the Company’s interests in GWA contemporaneously with, or immediately prior to, the consummation of the merger would render any approval under FATA unnecessary.

Europe Antitrust

Under the German Act against Restraints of Competition, we cannot complete the merger until the merger has been cleared or deemed to be cleared by the German Federal Cartel Office or the applicable waiting period has expired pursuant to sec. 40 paras. 1 and 2 of the Act against Restraints of Competition. We also cannot complete the merger until the merger has been approved by the President of the Office of Competition and Consumer Protection pursuant to the Polish Act of 16 February 2007 on competition and consumer protection. Pursuant to the merger agreement, G&W and Parent submitted a joint filing on July 22, 2019 to the German Federal Cartel Office and on July 22, 2019 to the Polish Office of Competition and Consumer Protection to obtain the requisite clearances. We expect to receive clearance of the merger promptly following submission of the filings.

Other Regulatory Notifications

The parties have agreed to submit a voluntary joint notice of the merger to CFIUS under Section 721 of the Defense Production Act of 1950, as amended. Approval by CFIUS, as further defined in the merger agreement, is a condition to each party’s obligations to complete the merger.

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General

Under the merger agreement, G&W and Parent have both agreed to use their reasonable best efforts to complete the merger, including obtaining the requisite antitrust approvals and CFIUS approval. Each party is required to use reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) subject to applicable law, furnish the other party as promptly as reasonably practicable all information required for any application or other filing to be made by the other party, (iii) promptly notify the other party of any substantive communication received by such party from, or given by such party to, any U.S. or foreign governmental agency and of any substantive communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by the merger agreement and, subject to applicable law, furnish the other party promptly with copies of all correspondence, filings and communications between them and the governmental entity regarding such transactions, (iv) respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by any governmental entity in respect of such registrations, declarations and filings or such transactions, (v) permit the other party to review any substantive communication given by it to, and consult with each other in advance, and consider in good faith the other party’s reasonable comments in connection with, any filing, notice, application, submission, communication, meeting or conference with, any governmental entity or, in connection with any proceeding by a private party, with any other person and (vi) take any action in order to (A) obtain all requisite or advisable approvals and authorizations, or permit the expiration of waiting periods, for the transactions contemplated by the merger agreement under any applicable law or (B) obtain the approval, authorization or exemption of any governmental entity for the transactions contemplated by the merger agreement, in each case, with respect to any such approval, authorization, waiting period or exemption under applicable antitrust laws that is required to be obtained to satisfy the applicable merger closing condition within the first period of formal or public review commonly known as “Phase I” for such approval, authorization, waiting period or exemption.

While we have no reason to believe it will not be possible to complete the antitrust reviews in a timely manner, there is no certainty that these reviews will be completed within the period of time contemplated by the merger agreement or that the completion of any of such reviews would not be conditioned upon actions that would be materially adverse to G&W or Parent, or that a challenge to the merger will not be made. If a challenge is made, we cannot predict the result. Private parties or State Attorneys General may also bring actions under the antitrust and other laws under certain circumstances. The merger agreement specifies that nothing will require (A) Parent, its affiliates or direct or indirect equity holders or their respective affiliates or any investment funds advised or managed by one or more affiliates of Parent or any direct or indirect portfolio companies thereof to agree or commit to any imposition of any condition or restriction (other than the Company and its subsidiaries) necessary to secure the requisite approvals and authorizations or expiration of waiting periods for the transactions contemplated by the merger agreement under any applicable law or to obtain the approval, authorization or exemption of any governmental entity or (B) the Company, Parent, Merger Sub, or any of their respective affiliates or direct or indirect equity holders or their affiliates or investment funds advised or managed by one or more affiliates of Parent to propose, negotiate, agree, accept, commit to or effect, by consent decree, hold-separate or administrative order or otherwise, a Company remedial measure that would reasonably be expected to result in a material adverse effect. In addition, with respect to securing CFIUS approval, the merger agreement provides that Parent and its controlled affiliates and subsidiaries will generally not be required to (I) divest its ownership interests in G&W or its subsidiaries or assets thereof to the extent that such divestiture would, individually or in the aggregate, reasonably be expected to have a material adverse effect or (II) hold direct or indirect ownership interests in G&W or its subsidiaries or any assets thereof through proxy holders or a voting trust (except for any such arrangements with respect to portions of the business of G&W or its subsidiaries that are not, individually or in the aggregate, material to G&W and its subsidiaries, taken as a whole).

Further, antitrust reviews do not constitute an endorsement or recommendation of the merger.

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Material U.S. Federal Income Tax Consequences of the Merger

The exchange of G&W common stock for cash in the merger generally will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. In general, a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [●]) whose shares of G&W common stock are converted into the right to receive cash in the merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder’s adjusted tax basis in such shares at the time of the exchange. Gain or loss will be determined separately for each block of shares of G&W common stock (i.e., shares of G&W common stock acquired at the same cost in a single transaction). The determination of the actual tax consequences of the merger to a holder of G&W common stock will depend on the holder’s specific situation.

The tax consequences of the merger to you will depend on your particular circumstances. You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [●] and consult your tax advisors regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Delisting and Deregistration of G&W Common Stock

As promptly as practicable following the completion of the merger, the G&W Class A common stock currently listed on the NYSE will cease to be listed on the NYSE and will be deregistered under the Exchange Act.

Appraisal Rights

If the merger is completed, G&W stockholders will be entitled to appraisal rights under Section 262 of the DGCL, provided that they strictly comply with the requirements of Section 262 of the DGCL.

Under the DGCL, if you do not wish to accept the merger consideration of $112.00 for each share of G&W common stock (other than excluded shares) provided for in the merger agreement, you have the right to seek appraisal of your shares of G&W common stock and to receive payment in cash for the “fair value” of your shares of G&W common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be fair value, provided that you strictly comply with the requirements of Section 262 of the DGCL. The “fair value” of your shares of G&W common stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the $112.00 per share that you are otherwise entitled to receive under the terms of the merger agreement. These rights are known as appraisal rights. G&W stockholders who do not vote in favor of the merger proposal and who properly demand appraisal for their shares in compliance with the provisions of Section 262 of the DGCL and who do not thereafter fail to perfect, withdraw or otherwise lose such rights will be entitled to appraisal rights. Strict compliance with the statutory procedures in Section 262 of the DGCL is required. Failure to timely and properly comply with the statutory requirements will result in the loss of your appraisal rights.

This section is intended only as a brief summary of certain provisions of the Delaware statutory procedures that a stockholder must follow in order to demand and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which appears in Annex D to this proxy statement and is incorporated into this proxy statement by reference. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262 of the DGCL. All references in Section 262 of the DGCL and in this summary to a “stockholder” or a “holder” are to the record holder of the shares of G&W common stock as to which appraisal rights are asserted.

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Under Section 262 of the DGCL, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation must, not less than 20 days before the meeting, notify the stockholders who were stockholders of record on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights will be available. A copy of Section 262 of the DGCL must be included with such notice. This proxy statement constitutes G&W’s notice to our stockholders that appraisal rights are available in connection with the merger and the full text of Section  262 of the DGCL is attached to this proxy statement as Annex D, in compliance with the requirements of Section  262 of the DGCL. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262 of the DGCL contained in Annex D . Failure to comply timely and properly with the requirements of Section 262 of the DGCL will result in the loss of your appraisal rights under the DGCL. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of G&W common stock, G&W believes that if a stockholder is considering exercising such rights, such stockholder should seek the advice of legal counsel.

Any stockholder wishing to demand appraisal of his, her or its shares of G&W common stock must deliver to G&W at the address in the next paragraph below a written demand for appraisal of his, her or its shares of G&W common stock before the vote is taken to approve the merger proposal, which written demand must reasonably inform us of the identity of the stockholder and that the stockholder intends to demand appraisal of his, her or its shares of G&W common stock. A stockholder’s failure to deliver to G&W the written demand for appraisal prior to the taking of the vote on the merger proposal at the special meeting of stockholders will result in the loss of appraisal rights. A stockholder seeking to perfect appraisal rights must not vote or submit a proxy in favor of the merger proposal. A stockholder who submits a proxy and who wishes to exercise appraisal rights must either submit a proxy containing instructions to vote “AGAINST” the merger proposal or abstain from voting on the merger proposal. Voting against or abstaining from voting or failing to vote on the merger proposal by itself does not constitute a demand for appraisal within the meaning of Section  262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote on the merger proposal. A stockholder seeking to exercise appraisal rights must hold of record the shares of G&W common stock on the date the written demand for appraisal is made and must continue to hold the shares of G&W common stock of record through the effective time. A stockholder will lose his, her or its appraisal rights if the stockholder transfers the shares for which it is seeking appraisal rights before the effective time.

All demands for appraisal should be addressed to Genesee & Wyoming Inc., Attention: General Counsel, 20 West Avenue, Darien, Connecticut 06820, and must be delivered to G&W before the vote is taken to approve the merger proposal at the special meeting, and must be executed by, or on behalf of, the record holder of the shares of G&W common stock.

Only a holder of record of shares of G&W common stock is entitled to demand an appraisal of the shares registered in that holder’s name. Accordingly, a demand for appraisal must be executed by or on behalf of the record stockholder. The demand should set forth, fully and correctly, the record stockholder’s name as it appears in the transfer agent’s records and should specify the stockholder’s mailing address and the number of shares registered in the stockholder’s name. The demand must state that the stockholder intends to demand appraisal of the stockholder’s shares in connection with the merger. The demand cannot be made by the beneficial owner. A beneficial owner of shares of G&W common stock held in “street name” who wishes to exercise appraisal rights should take such actions as may be necessary to ensure that a timely and proper demand for appraisal is made by the record holder of the shares. The beneficial holder must have the registered owner, such as a bank, brokerage firm or other nominee, submit the required demand in respect of those shares of G&W common stock. If the shares are held through a brokerage firm, bank or other nominee that in turn holds the shares through a central securities depository nominee, a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as the record stockholder. If you hold your shares of G&W common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the nominee.

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If shares of G&W common stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal must be made in that capacity. If the shares of G&W common stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand must be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner or owners. A record owner, such as a bank, brokerage firm or other nominee, who holds shares of G&W common stock as a nominee for others, may exercise his, her or its right of appraisal with respect to the shares of G&W common stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of G&W common stock as to which appraisal is sought. Where no number of shares of G&W common stock is expressly mentioned, the demand will be presumed to cover all shares of G&W common stock held in the name of the record owner. If a stockholder holds shares of G&W common stock through a broker who in turn holds the shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record owner. Stockholders who hold their shares in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their brokers or other nominees to determine the appropriate procedures for the making of a demand for appraisal by such a nominee.

Within 10 days after the effective time, the surviving corporation in the merger must give notice of the date that the merger became effective to each of G&W’s record stockholders who has submitted a demand in compliance with Section 262 of the DGCL and who did not vote in favor of the merger proposal. At any time within 60 days after the effective time of the merger, any stockholder who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the stockholder’s demand and accept the consideration specified by the merger agreement for that stockholder’s shares of G&W common stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective date of the merger will require written approval of G&W, as the surviving corporation. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just. If a petition for appraisal is filed and the surviving corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s right to appraisal in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only payment of the “fair value” of such stockholder’s shares of G&W common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be fair value. The fair value of the shares of G&W common stock determined in any such appraisal proceeding could be less than, equal to or more than the consideration offered pursuant to the merger agreement.

Within 120 days after the effective time, but not thereafter, either the surviving corporation or any stockholder who has complied with the requirements of Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of G&W common stock held by all such stockholders. Upon the filing of the petition by a stockholder, service of a copy of such petition will be made upon the surviving corporation. None of Brookfield Infrastructure, GIC, GIC SI, the Investors/Guarantors, Parent, Merger Sub or G&W, as the surviving corporation, has any obligation to file such a petition or has any present intention to file such a petition, and holders should not assume that any of the foregoing will file a petition. If a petition for appraisal is not timely filed, then the right to appraisal will cease. Accordingly, it is the obligation of the holders of G&W common stock to initiate all necessary petitions to perfect their appraisal rights in respect of shares of G&W common stock within the time prescribed in Section 262 of the DGCL and the failure of a stockholder to file such a petition within the period specified in Section 262 of the DGCL will result in the loss of appraisal rights.

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Any stockholder who has properly complied with the requirements of Section 262 of the DGCL and who did not vote in favor of the merger proposal is, within 120 days after the effective date of the merger, entitled upon written request to receive from the surviving corporation a statement setting forth the aggregate number of shares of G&W common stock not voted in favor of the merger proposal and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within 10 days after such written request has been received by the surviving corporation or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A person who is the beneficial owner of shares of G&W common stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition for appraisal or request from the surviving corporation such statement.

If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the surviving corporation, then the surviving corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares of G&W common stock and with whom agreements as to the value of their shares of G&W common stock have not been reached. After notice to stockholders who have demanded appraisal from the Register in Chancery, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery will conduct a hearing upon the petition and determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to the appraisal rights provided by Section 262 of the DGCL. Notwithstanding the foregoing, upon application by the surviving corporation or any stockholder entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial on the appraisal prior to final determination of the stockholders entitled to an appraisal. The Delaware Court of Chancery may require stockholders who have demanded payment for their shares of G&W common stock to submit their stock certificates to the Register in Chancery for notation of the pendency of the appraisal proceedings; and if any stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder. In addition, the Delaware Court of Chancery will dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares of G&W common stock entitled to appraisal exceeds 1% of the outstanding shares of G&W common stock, or (2) the value of the consideration provided in the merger for such total number of shares of G&W common stock exceeds $1,000,000.

The Delaware Court of Chancery will then conduct an appraisal proceeding to determine the fair value of the shares of G&W common stock as of the effective time of the merger exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been determined, the Delaware Court of Chancery will direct the payment of such value, together with interest, if any, on the amount so determined to be the fair value by the surviving corporation to the stockholders entitled thereto. Payment will be so made to holders of shares represented by certificates upon surrender to the surviving corporation of the certificates representing such stock and, in the case of holders of uncertificated stock, forthwith. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest will accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time.

You should be aware that an investment banking opinion as to the fairness from a financial point of view of the consideration to be received in a sale transaction, such as the merger, is not an opinion as to fair value under Section 262 of the DGCL. Although we believe that the merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery and stockholders

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should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration. Moreover, none of Brookfield Infrastructure, GIC, GIC SI, the Investors/Guarantors, Parent, Merger Sub or G&W, as the surviving corporation, anticipates offering more than the merger consideration to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of G&W common stock is less than or equal to the merger consideration. In determining “fair value,” the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc. , the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede  & Co. v. Technicolor, Inc. , the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger , the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. Upon the application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts used in the appraisal proceeding, to be charged pro rata against the value of all shares of G&W common stock entitled to appraisal. Any stockholder who demanded appraisal rights will not, after the effective time, be entitled to vote shares of G&W common stock subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares of G&W common stock, other than with respect to payment as of a record date prior to the effective time. If no petition for appraisal is filed within 120 days after the effective time, or if the stockholder otherwise fails to perfect, validly withdraws or otherwise loses such holder’s right to appraisal, then the right of that stockholder to appraisal will cease and that stockholder’s shares of G&W common stock will be deemed to have been converted at the effective time into the right to receive the $112.00 per share cash payment (without interest and subject to any applicable withholding taxes) for his, her or its shares of G&W common stock pursuant to the merger agreement.

Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL will result in the loss of a stockholder’s appraisal rights.

In view of the complexity of Section 262 of the DGCL, G&W stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors.

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THE MERGER AGREEMENT

The following discussion sets forth the material provisions of the merger agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference herein. The rights and obligations of the parties are governed by the express terms and conditions of the merger agreement and not by this discussion, which is summary by nature. This discussion is not complete and is qualified in its entirety by reference to the complete text of the merger agreement. You are encouraged to read the merger agreement carefully in its entirety, as well as this proxy statement and any documents incorporated by reference herein, before making any decisions regarding the merger. This section is not intended to provide you with any factual information about us. Such information can be found elsewhere in this proxy statement and in the public filings we make with the SEC, as described in the section entitled “Where You Can Find More Information,” beginning on page [ ● ].

The Merger

Upon the terms and subject to the conditions of the merger agreement and in accordance with the DGCL, at the effective time, Merger Sub will merge with and into G&W, the separate corporate existence of Merger Sub will cease, and G&W will continue as the surviving corporation and a wholly-owned subsidiary of Parent. The merger will have the effects set forth in the merger agreement and the relevant provisions of the DGCL.

Closing and Effectiveness of the Merger

The closing of the merger will take place at 9:00 a.m. (New York City time) on the third business day following the day on which the conditions to closing (described below under “—Conditions to Closing of the Merger”) have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing (but subject to the satisfaction or waiver of those conditions at the closing)), or such other time as G&W and Parent may agree, provided that if Parent’s marketing period (described below under “—Marketing Period and Efforts”) has not ended at least three business days prior to the time the closing would otherwise have been required to occur pursuant to the foregoing, unless otherwise agreed in writing by the parties, then the parties will not be required to effect the closing until the earlier of (i) a business day during the marketing period specified by Parent with no less than three business days’ notice to G&W and (ii) the third business day following the final day of the marketing period or, if earlier, the business day prior to the end date, subject to, in each case, the satisfaction or waiver of the conditions to closing (other than those conditions that by their nature are to be satisfied at the closing (but subject to the satisfaction or waiver of those conditions at the closing)).

On the closing date, Parent and G&W will file a certificate of merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The merger will become effective at the time the certificate of merger is filed with the Secretary of State of the State of Delaware or at a later time as Parent and G&W agree upon in writing and specify in the certificate of merger in accordance with the DGCL.

Merger Consideration

Except as otherwise agreed to in writing between a holder of G&W common stock and Parent, each share of G&W common stock issued and outstanding immediately prior to the effective time (other than excluded shares) will be converted automatically into the right to receive $112.00 in cash, without interest and subject to any applicable withholding taxes (the “merger consideration”). After the merger is completed, holders of shares of G&W common stock will have only the right to receive the merger consideration, and will no longer have any rights as holders of G&W common stock. Shares of G&W common stock held by us or any wholly-owned subsidiary of G&W immediately prior to the effective time, including shares held in treasury by us, or by Parent or Merger Sub or any other wholly-owned subsidiary of Parent immediately prior to the effective time will be cancelled without payment at the effective time. Shares held by stockholders who have properly made and not withdrawn a demand for appraisal rights under the DGCL (which we refer to as “dissenting shares”) will not be

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converted into the right to receive the merger consideration unless and until such holder has effectively withdrawn or otherwise lost or failed to perfect such holder’s rights to appraisal or payment under the DGCL, at which time such shares will be treated as if they had been converted into and become exchangeable for the right to receive, as of the effective time, the merger consideration, without interest and subject to any applicable withholding tax. G&W will give Parent prompt written notice of any written demands for appraisal or withdrawals of such demands, and any other instruments served pursuant to applicable law relating to stockholders’ rights of appraisal. G&W will not, without the consent of Parent, and prior to the effective time, Parent will not without the consent of G&W, make any payment with respect to any demands for appraisal or offer to settle or compromise, or settle or compromise or otherwise negotiate, any demands for appraisal, or approve any withdrawal of any such demands, or waive any failure to timely deliver a written demand for appraisal or otherwise to comply with the provisions of the DGCL, or agree to do any of the foregoing. Pursuant to the merger agreement, the paying agent, Parent and the surviving corporation (and any agent thereof) will be entitled to deduct and withhold from the consideration otherwise payable in respect of the G&W common stock, options to purchase shares of G&W common stock, Stock Units and PSUs such amounts as it is required to deduct and withhold with respect to the making of such payment by applicable law (as reasonably determined by the paying agent, Parent or the Surviving Corporation (or any agent thereof)). To the extent that amounts are withheld or deducted by the paying agent, Parent or the Surviving Corporation (or any agent thereof) and paid over to the applicable governmental entity, the withheld or deducted amounts will be treated for all purposes of the merger agreement as having been paid to the holder of G&W common stock, options to purchase shares of G&W common stock, Stock Units and PSUs in respect of which that deduction and withholding were made. See “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [●] and consult your tax advisors regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Exchange Procedures

Before the effective time, Parent or Merger Sub will enter into an agreement with a paying agent (the “paying agent”) selected by Parent and approved by G&W, which approval will not be unreasonably conditioned, withheld or delayed, to receive payment of the aggregate merger consideration as provided by the merger agreement in respect of shares of G&W common stock (other than excluded shares). Concurrently with the effective time, Parent will deposit (or cause to be deposited) with the paying agent in trust for the benefit of holders of shares of G&W common stock (other than excluded shares) a cash amount in immediately available funds (the “exchange fund”) that, when taken together with cash available on G&W’s balance sheet deposited with the paying agent, is sufficient to provide all funds necessary for payment of the aggregate merger consideration in exchange for all of the shares of G&W common stock outstanding immediately prior to the effective time (other than excluded shares). Parent will not be required to deposit or cause to be deposited with the paying agent funds sufficient to pay the merger consideration that would be payable with respect to the dissenting shares if such shares were not dissenting shares. Promptly after the effective time (and in any event within two business days thereafter), the surviving corporation will cause the paying agent to mail to each former record holder of a certificate or certificates (“certificates”) that immediately prior to the effective time represented outstanding shares of G&W common stock and, if required by the paying agent, each former holder of record of shares of G&W common stock held in book-entry form (other than excluded shares) (A) transmittal materials, including a customary letter of transmittal, specifying that delivery will be effected and risk of loss and title to the certificates will pass, only upon delivery of the certificates to the paying agent or, with respect to book-entry shares, only upon delivery of evidence of the book-entry transfer as the paying agent may reasonably request, such transmittal materials to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (B) instructions for use in effecting the surrender of the certificates or book-entry shares, as applicable, in exchange for merger consideration. Each record holder of book-entry shares will be entitled to receive the merger consideration for each share represented by such holder’s book-entry shares upon the receipt by the paying agent of evidence, if any, of the book-entry transfer of the book-entry shares as the paying agent may reasonably request. Each record holder of certificates will be entitled to receive the merger consideration for each share represented by such holder’s certificates upon surrender of such certificates to the paying agent.

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Upon demand, any portion of the exchange fund that remains unclaimed by the former holders of shares of G&W common stock for 12 months after the effective time will be delivered to the surviving corporation. Thereafter, holders of certificates or book-entry shares who have not yet surrendered their certificates or book-entry shares will be entitled to look to the surviving corporation for payment of the merger consideration upon delivery of evidence of certificates or book-entry shares acceptable to the surviving corporation. Until surrendered, the certificates or book-entry shares will represent only the right to receive upon surrender the aggregate merger consideration as provided in the merger agreement.

If payment of the merger consideration in respect of any cancelled share of G&W common stock is to be made to a person other than the person in whose name the surrendered certificate is registered, or if there is a transfer of shares that are not registered in the transfer records of G&W, it will be a condition to payment that the certificate formerly representing such share of G&W common stock is properly endorsed or otherwise in proper form and accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other similar taxes have been paid or are not applicable. Payment of the merger consideration with respect to book-entry shares will only be made to the person in whose name such book-entry shares are registered.

The merger consideration paid upon the surrender of certificates or book-entry shares in accordance with the terms of the merger agreement will be deemed to have been paid in full satisfaction of all rights pertaining to the shares of G&W common stock previously represented by such certificates or book-entry shares.

Treatment of G&W Equity Awards

The merger agreement provides that outstanding equity-based awards under G&W’s equity plan and employee stock purchase plan will be treated as set forth below.

Stock Options . Immediately prior to the effective time, except as otherwise agreed to in writing between a holder and Parent, each outstanding option to purchase shares of G&W common stock will automatically become immediately vested and be cancelled and the holder will be entitled to receive an amount in cash, without interest and less any applicable withholding taxes, equal to (i) the number of shares subject to the option multiplied by (ii) the excess, if any, of $112.00 over the exercise price per share of the option, payable in a lump sum through G&W’s payroll system or by check as soon as reasonably practicable after the effective time.

Stock Units . Immediately prior to the effective time, except as otherwise agreed to in writing between a holder and Parent, each outstanding G&W deferred stock unit, restricted stock unit (other than a PSU), phantom stock unit, restricted share or similar stock right (in each case, a “Stock Unit”) will automatically become immediately vested, and each Stock Unit will be cancelled and the holder will be entitled to receive, at or promptly following the effective time, an amount in cash, without interest and less any applicable withholding taxes, equal to (x) the total number of shares subject to the Stock Unit immediately prior to the effective time multiplied by (y) $112.00, payable in a lump sum through G&W’s payroll system or by check as soon as reasonably practicable after the effective time.

PSUs . Immediately prior to the effective time, except as otherwise agreed to in writing between a holder and Parent, each outstanding G&W performance-based restricted stock unit (“PSU”) will automatically become immediately vested, and each PSU will be cancelled, with the holder being entitled to receive an amount in cash, without interest and less any applicable withholding taxes, equal to (i) with respect to each PSU with a performance period beginning January 1, 2019 and ending December 31, 2021, (A) if the effective time occurs prior to January 1, 2020, an amount in cash, without interest and less any applicable withholding taxes, equal to (x) the total number of shares subject to the PSU immediately prior to the effective time, calculated based on target-level performance, multiplied by (y) $112.00 and (B) if the effective time occurs on or after January 1, 2020, an amount in cash equal to (x) the total number of shares subject to the PSU as of immediately prior to the effective time, calculated based on actual-level performance, calculated with the applicable performance period

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running through the date of the Company’s most recently completed quarterly financial results prior to the closing, pursuant to and in accordance with the terms of such PSU, multiplied by (y) $112.00, and (ii) with respect to all other PSUs, an amount in cash, without interest and less any applicable withholding taxes, equal to (x) the total number of shares subject to the PSU immediately prior to the effective time, calculated based on actual performance achieved, in accordance with the terms of each PSU, multiplied by (y) $112.00.

ESPPs . With respect to the Amended and Restated Genesee & Wyoming Inc. Employee Stock Purchase Plan (the “stock purchase plan”), (i) the stock purchase plan will terminate immediately prior to the effective time and no further rights will be granted or exercised under the stock purchase plan, (ii) no enrollment for offering periods will be commenced on or after the date of the merger agreement, (iii) if the closing occurs prior to the end of the current offering period, a new exercise date will be set under the stock purchase plan, which date will be the business day immediately prior to the anticipated closing date, (iv) participants in the stock purchase plan may not alter their payroll deductions from those in effect on the date of the merger agreement (other than to discontinue participation in the stock purchase plan) and (v) the amount of the accumulated contributions of each participant under the stock purchase plan as of immediately prior to the effective time will, to the extent not used to purchase shares of common stock, be refunded to such participant as promptly as reasonably practicable following the effective time (without interest).

Representations and Warranties

The merger agreement contains representations and warranties that we, on the one hand, and Parent and Merger Sub, on the other hand, have made to one another (in some cases, as of specific dates) relating to our and their respective businesses. The assertions embodied in those representations and warranties were made solely for purposes of the merger agreement, and may be subject to important qualifications and limitations (including through the use of exceptions for certain matters disclosed by the party that made the representations and warranties to the other party) agreed to by the parties in connection with negotiating the terms of the merger agreement. Accordingly, G&W stockholders should not rely on representations and warranties as characterizations of the actual state of facts or circumstances, and should bear in mind that the representations and warranties were made solely for the benefit of the parties to the merger agreement, were negotiated for purposes of governing contractual rights and relationships and allocating contractual risk among the parties to the merger agreement as of specific dates, rather than to establish matters as facts, and may be subject to contractual standards of materiality different from those generally applicable to stockholders. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the merger agreement, which subsequent information may or may not be reflected in our public disclosures. None of the representations and warranties will survive the closing of the merger, and, therefore, they will have no legal effect under the merger agreement after the effective time. This description of the representations and warranties is included to provide G&W stockholders with information regarding the terms of the merger agreement. The representations and warranties in the merger agreement and their description in this proxy statement should be read in conjunction with the other information contained in the reports, statements and filings we publicly file with the SEC.

Our representations and warranties relate to, among other things:

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Some of our representations and warranties are qualified as to materiality or by exceptions related to circumstances or events or occurrences that would not reasonably be expected to prevent or delay our consummation of the transactions contemplated by the merger agreement or related to a material adverse effect with respect to G&W and our subsidiaries, taken as a whole. Under the merger agreement, “material adverse effect” with respect to G&W and our subsidiaries means any event, development, change, effect, fact, condition or occurrence that, individually or in the aggregate, has a material adverse effect on or with respect to the business, assets, properties, liabilities, results of operation or financial condition of G&W and our subsidiaries, taken as a whole; provided, that no events, developments, changes, effects, facts, conditions or occurrences relating to, arising out of or in connection with or resulting from any of the following, either alone or in combination, will constitute or contribute to a material adverse effect (provided, that with respect to the first, second, fourth and fifth bullet points below, to the extent that G&W and our subsidiaries, taken as a whole, are disproportionately affected thereby as compared with other participants in the industries in which we and our subsidiaries operate (in which case the incremental disproportionate impact or impacts may be taken into account in determining whether there has been a material adverse effect)):

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Parent and Merger Sub also make a number of representations and warranties to us regarding various matters pertinent to the merger. The topics covered by these representations and warranties include the following:

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Some of Parent’s and Merger Sub’s representations and warranties are qualified as to materiality or by exceptions related to the absence of any circumstances which would or would reasonably be expected to prevent, materially delay or have a material adverse effect on the ability of Parent or Merger Sub to consummate the transactions contemplated by the merger agreement.

The representations and warranties of each of the parties to the merger agreement will expire upon the completion of the merger or the termination of the merger agreement.

Conduct of Business Pending the Merger

We have agreed to restrictions on the operation of our business until the earlier of the effective time or the valid termination of the merger agreement. Except (i) as otherwise expressly required or permitted by the merger agreement, (ii) as set forth in the Company disclosure letter, (iii) as required by applicable laws or (iv) as Parent consents to in writing (not to be unreasonably withheld, conditioned or delayed), (a) we have agreed to use our commercially reasonable efforts to conduct the business of the Company and our subsidiaries in the ordinary and usual course of business and to preserve substantially intact our business organization and material business relationships with governmental entities, employees, customers, suppliers, creditors, lessors and other persons with whom we or any of our subsidiaries have material business relationships and maintain our insurance coverage with respect to any material assets and (b) without limiting the foregoing, we will not and will cause each of our subsidiaries not to:

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The parties also agreed that with respect to any action taken pursuant to an exception to any restriction set forth above requiring compliance with the Company’s capital policy, to the extent such capital expenditure would require consent of the G&W Board, such capital expenditure will also require consent of Parent and to the extent such capital expenditure would require the preparation of a memorandum, such memorandum will be provided to Parent. Any such action will be deemed not to violate any other restrictions set forth above.

Non-Solicitation of Acquisition Proposals

Non-Solicitation Provisions and Exceptions

Until the earlier of the effective time and the valid termination of the merger agreement, G&W is subject to restrictions on its ability to solicit third party proposals relating to alternative transactions or to provide information to and engage in discussions or negotiations with a third party in relation to an alternative transaction (subject to certain exceptions prior to the approval of the merger proposal by G&W stockholders at the special meeting). Specifically, G&W will not, will cause its subsidiaries not to and will use its reasonable best efforts to cause its and their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants and other advisors or representatives not to, directly or indirectly:

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G&W agreed that immediately following the execution of the merger agreement, G&W will, and will cause each of its subsidiaries and will use its reasonable best efforts to cause its and their representatives to cease any solicitations, discussions or negotiations with any person in connection with any acquisition proposal, in each case, that exist as of the date of the merger agreement. G&W also agreed that following the execution of the merger agreement it would promptly request that each person (other than Parent and Merger Sub and their respective representatives) who had executed a confidentiality agreement prior to the date of the merger agreement in connection with a potential acquisition of G&W return or destroy all confidential information furnished to such person by or on behalf of G&W or any of its subsidiaries prior to the date of the merger agreement and terminate access to any physical or electronic data room maintained by or on behalf of G&W or any of its subsidiaries.

G&W also agreed that it will promptly (within one business day) notify, in writing, Parent of the receipt of any inquiry, proposal or offer received after the date of the merger agreement that constitutes, or could reasonably be expected to result in or lead to, any acquisition proposal. The notice will include a summary of the material terms of, and the identity of the person or group making, the inquiry, proposal or offer, an unredacted copy of the acquisition proposal or inquiry, proposal or offer (and if not in writing, a written description of the material terms and conditions of such inquiry, proposal or offer) and any other documents evidencing or specifying the terms of the proposal, offer, inquiry or request. G&W agreed it will promptly (within one business day) keep Parent reasonably informed of any material developments with respect to any such inquiry, proposal, offer or acquisition proposal, including any material changes thereto and copies of any additional written materials received by the Company, its subsidiaries or their respective representatives. The Company may grant a waiver, amendment or release under any confidentiality or standstill agreement to the extent necessary to allow for a confidential acquisition proposal so long as the Company promptly (within one business day) notifies Parent of such waiver, amendment or release (including the identity of such counterparty) and the G&W Board had determined prior to the grant of such waiver, amendment or release in good faith, after consultation with its outside legal counsel, that the failure of the G&W Board to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law.

Notwithstanding the foregoing non-solicitation restrictions and G&W’s obligations under the merger agreement relating to the special meeting, nothing contained in the merger agreement prevents us or the G&W Board from: