American Industrial Transport, Inc. acquired Rail Leasing Business from The Andersons, Inc. (NasdaqGS:ANDE) for approximately $570 million on August 16, 2021. Subject to the terms and conditions of the agreement, the purchase price to be paid by American Industrial Transport for the acquired Assets shall be (i) the assumption of the assumed liabilities, plus (ii) a cash payment, by wire transfer of immediately available funds, of $571 million (Base Price) payable in accordance with the terms of the agreement. As used in the agreement, the “Estimated Purchase Price” means an amount equal to the Base Purchase Price plus (A) the amount, if any, by which the Estimated Modified Working Capital exceeds the Target Modified Working Capital, minus (B) the amount, if any, by which Target Modified Working Capital exceeds the Estimated Modified Working Capital, minus (C) the amount of the Estimated Data Tape Adjustment Amount, (D) plus the amount of Estimated Transfer Taxes. For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by American Industrial Transport at the Closing pursuant to Section 4.2(b)(i), Andersons shall prepare and deliver to American Industrial Transport before the Closing Date, a written statement certified by an officer of Andersons setting forth Andersons's good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), (ii) the Data Tape Adjustment Amount (the “Estimated Data Tape Adjustment Amount”), (iii) the Estimated Transfer Taxes (the “Estimated Transfer Taxes”), and (iv) the Estimated Purchase Price (such statement, the “Estimated Closing Statement”). The purchase price of $543 million is subject to working capital adjustments, paid in cash. The Andersons intend to divest Rail segment in its entirety, and will continue normal operations of the repair and service business during the conduct of sale process. AITX expects to hire a majority of The Andersons employees in the railcar leasing business. Sale of Rail Leasing Business will improve balance sheet of The Andersons thereby enabling to redeploy capital in a manner that will enhance shareholder returns. The company expects to use the proceeds initially to pay down debt, while maintaining a disciplined approach to future growth investments and returning cash to shareholders. Transaction is accretive and slightly dilutive.

BofA Securities, Inc. acted as financial advisor and Chad Ensz of Dentons US LLP acted as legal advisor to The Andersons, Inc. Agentis Capital is serving as a financial advisor with Bradley Friedman of Willkie Farr & Gallagher LLP and Jeffrey T. Veber, Michael E. Draz and Steven R. Berger of Vedder Price acting as legal advisors to American Industrial Transport, Inc. Stuart C. Rogers of Alston & Bird LLP acted as legal advisor to BofA Securities, Inc.

American Industrial Transport, Inc. completed the acquisition of Rail Leasing Business from The Andersons, Inc. (NasdaqGS:ANDE) on August 16, 2021.