Triton International Shareholders Approve Acquisition by Brookfield Infrastructure
24 Août 2023 - 10:30PM
Business Wire
August 24, 2023—Triton International Limited (NYSE: TRTN)
(“Triton” or the "Company") announced that its shareholders have
voted to approve the acquisition of the Company by Brookfield
Infrastructure Partners L.P. (“BIP”) (NYSE: BIP, TSX: BIP.UN),
through its subsidiary Brookfield Infrastructure Corporation
(“BIPC”) and its institutional partners (collectively, “Brookfield
Infrastructure”) at a special general meeting of shareholders held
earlier today.
“This is another important step forward for our transaction with
Brookfield Infrastructure, and we are pleased to have received
overwhelming support from Triton’s shareholders,” said Brian M.
Sondey, Chairman and Chief Executive Officer of Triton. “We look
forward to completing the transaction and marking the beginning of
a new chapter for Triton.”
The final, certified voting results will be reported in a
Current Report on Form 8-K to be filed with the U.S. Securities and
Exchange Commission.
The transaction is expected to close in the third quarter of
2023, subject to the satisfaction or waiver of the remaining
closing conditions, including clearance from the Committee on
Foreign Investment in the United States (CFIUS). Upon closing,
Triton’s common shares will be delisted from the New York Stock
Exchange (“NYSE”) and will no longer be listed on any public
market. As previously disclosed, Triton’s preference shares will
remain outstanding immediately following the closing and remain
entitled to the same dividends and other preferences and privileges
that they currently have, with the preference share dividends
remaining an obligation of Triton. Triton expects to continue
paying normal quarterly dividends on these shares. Triton expects
that the preference shares will continue to be listed on the NYSE
immediately following the closing.
About Triton International Limited
Triton International Limited is the world’s largest lessor of
intermodal freight containers. With a container fleet of over 7
million twenty-foot equivalent units ("TEU"), Triton’s global
operations include acquisition, leasing, re-leasing and subsequent
sale of multiple types of intermodal containers and chassis.
Important Cautionary Information Regarding Forward-Looking
Statements
Certain statements in this press release may constitute
"forward-looking statements." Actual results could differ
materially from those projected or forecast in the forward-looking
statements. The factors that could cause actual results to differ
materially include the following: risks related to the satisfaction
or waiver of the conditions to closing the proposed acquisition in
the anticipated timeframe or at all, including the possibility that
the proposed acquisition does not close; the occurrence of any
event, change or other circumstance or condition that could give
rise to the termination of the merger agreement for the proposed
acquisition; risks related to the ability to realize the
anticipated benefits of the proposed acquisition, including the
possibility that the expected benefits from the acquisition will
not be realized or will not be realized within the expected time
period; disruption from the transaction making it more difficult to
maintain business and operational relationships; continued
availability of capital and financing and rating agency actions;
disruptions in the financial markets; certain restrictions during
the pendency of the transaction that may impact Triton’s ability to
pursue certain business opportunities or strategic transactions;
risks related to diverting management’s attention from Triton’s
ongoing business operation; negative effects of the acquisition
announcement or the consummation of the proposed acquisition on the
market price of Triton’s common shares or the class A exchangeable
subordinate voting shares (the "BIPC Shares") of BIPC and/or
operating results; significant transaction costs; unknown
liabilities; the risk of litigation and/or regulatory actions
related to the proposed acquisition, other business effects and
uncertainties, including the effects of industry, market, business,
economic, political or regulatory conditions; decreases in the
demand for leased containers; decreases in market leasing rates for
containers; difficulties in re-leasing containers after their
initial fixed-term leases; customers’ decisions to buy rather than
lease containers; increases in the cost of repairing and storing
Triton’s off-hire containers; Triton’s dependence on a limited
number of customers and suppliers; customer defaults; decreases in
the selling prices of used containers; the impact of COVID-19 or
future global pandemics on Triton’s business and financial results;
risks resulting from the political and economic policies of the
United States and other countries, particularly China, including
but not limited to, the impact of trade wars, duties, tariffs or
geo-political conflict; risks stemming from the international
nature of Triton’s business, including global and regional economic
conditions, including inflation and attempts to control inflation,
and geo-political risks such as the ongoing war in Ukraine;
extensive competition in the container leasing industry and
developments thereto; decreases in demand for international trade;
disruption to Triton’s operations from failures of, or attacks on,
Triton’s information technology systems; disruption to Triton’s
operations as a result of natural disasters; compliance with laws
and regulations related to economic and trade sanctions, security,
anti-terrorism, environmental protection and anti-corruption; the
availability and cost of capital; restrictions imposed by the terms
of Triton’s debt agreements; and changes in tax laws in Bermuda,
the United States and other countries.
We caution that the foregoing list of important risks that may
affect future results is not exhaustive. Additional risks that
could cause results to differ materially from those contemplated by
forward‐looking statements can be found in Triton’s Annual Report
on Form 10‐K for the year ended December 31, 2022, in its
subsequent Quarterly Reports on Form 10‐Q filed with the SEC and in
other documents Triton files with the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20230823691092/en/
For Triton:
Media Lisa Friedman Senior Managing Director Teneo Tel:
+1 (347) 714-4675 Email: lisa.friedman@teneo.com
Investor Relations Andrew Kohl Vice President Corporate
Strategy & Investor Relations Tel: +1 (914) 697-2900
Email: akohl@trtn.com
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