Triton International Announces Pricing of Public Offering of Series F Preference Shares

Rhea-AI Summary

Triton International has announced the pricing of an underwritten public offering of 6,000,000 Series F Cumulative Redeemable Perpetual Preference Shares at a liquidation preference of $25.00 per share, raising gross proceeds of $150 million. The Series F Preference Shares will carry a 7.625% dividend rate.

The company plans to use the net proceeds for general corporate purposes, including container purchases, dividend payments, and debt repayment. The offering is expected to close on February 6, 2025. Triton intends to list these shares on the NYSE under the symbol 'TRTN PRF' within 30 days of issuance.

Morgan Stanley, BofA Securities, RBC Capital Markets, UBS Investment Bank, and Wells Fargo Securities are serving as joint book-running managers, with Brookfield Securities, Citizens JMP Securities, and Fifth Third Securities acting as co-managers.

Positive

• Secured $150 million in gross proceeds through preference share offering
• Diversification of funding sources through new preference shares
• Proceeds will support container fleet expansion and debt reduction

Negative

• 7.625% dividend rate represents ongoing cost of capital
• Potential dilution of existing shareholders' equity
• Additional fixed payment obligations through perpetual preference shares

Insights

Fixed Income & Capital Markets Analyst

This preference share offering marks a strategic capital raise that warrants careful analysis. The 7.625% dividend yield is notably attractive in today's market, reflecting both the perpetual nature of the securities and Triton's need to ensure strong investor demand. The $150 million raise strengthens Triton's financial position while providing flexibility for fleet expansion and debt optimization.

Several key aspects deserve attention: First, the decision to issue preferred shares rather than common equity or debt suggests a balanced approach to capital structure management. This instrument allows Triton to raise capital without immediate dilution to common shareholders while maintaining debt capacity. Second, the timing aligns with industry dynamics - container lessors typically require substantial capital for fleet expansion and replacement and this raise provides dry powder for opportunistic purchases.

The involvement of top-tier underwriters (Morgan Stanley, BofA, RBC, UBS and Wells Fargo) as joint book-runners signals strong institutional confidence. The NYSE listing will provide liquidity for investors, though the 7.625% yield suggests a premium was necessary to attract capital in the current environment.

For existing shareholders, while the preferred dividend represents a new fixed obligation, the strategic benefits of enhanced financial flexibility and growth capital likely outweigh the cost. The company's ability to deploy capital effectively into revenue-generating assets will be important for long-term value creation.

HAMILTON, Bermuda--(BUSINESS WIRE)-- January 30, 2025 — Triton International Limited (the “Company” or “Triton”) today announced the pricing of an underwritten offering of 6,000,000 of the Company’s 7.625% Series F Cumulative Redeemable Perpetual Preference Shares with a liquidation preference of $25.00 per share (the “Series F Preference Shares”) for gross proceeds of $150,000,000.

The Company intends to use the net proceeds from the offering for general corporate purposes, including the purchase of containers, payment of dividends and repayment or repurchase of outstanding indebtedness. The offering is expected to close on February 6, 2025, subject to customary closing conditions. The Company intends to list the Series F Preference Shares on the New York Stock Exchange within 30 days of the original issue date under the symbol “TRTN PRF.”

Morgan Stanley & Co. LLC, BofA Securities, Inc., RBC Capital Markets, LLC, UBS Investment Bank and Wells Fargo Securities, LLC are acting as joint book-running managers for the offering. Brookfield Securities LLC, Citizens JMP Securities, LLC and Fifth Third Securities, Inc. are acting as co-managers. The offering is made pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission (the “SEC”). The offering is being made only by means of a prospectus supplement and a related prospectus, copies of which may be obtained on the SEC’s website at www.sec.gov or by contacting Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, New York, New York 10014, or by telephone at (866) 718-1649, or by email at prospectus@morganstanley.com; BofA Securities, Inc., Attn: Prospectus Department, 200 North College Street, 3rd Floor NC1-004-03-43, Charlotte, North Carolina, 28255-0001, or by telephone at (800) 294-1322, or by email at dg.prospectus_requests@baml.com; RBC Capital Markets, LLC, Attn: Syndicate Operations, Brookfield Place, 200 Vesey Street, 8th Floor, New York, New York 10281, or by telephone at (866) 375-6829, or by email at rbcnyfixedincomeprospectus@rbccm.com; UBS Investment Bank, Attn: Prospectus Department, 1285 Avenue of the Americas, New York, New York 10019, or by telephone at (833) 481-0269; Wells Fargo Securities, LLC, Attn: WFS Customer Service, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, or by telephone at (800) 645-3751, or by email at wfscustomerservice@wellsfargo.com.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws any such state or jurisdiction.

Important Cautionary Information Regarding Forward-Looking Statements

Certain statements in this release, other than purely historical information, including statements about the offering and the intended use of proceeds therefrom, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that include the words “expect,” “intend,” “plan,” “seek,” “believe,” “project,” “predict,” “anticipate,” “potential,” “will,” “may,” “would” and similar statements of a future or forward-looking nature may be used to identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond Triton’s control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements.

These factors include, without limitation, economic, business, competitive, market and regulatory conditions and the following: 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; our customers’ decisions to buy rather than lease containers; increases in the cost of repairing and storing our off-hire containers; our dependence on a limited number of customers for a substantial portion of revenues; customer defaults; decreases in the selling prices of used containers; extensive competition in the container leasing industry; risks stemming from the international nature of our businesses, including global and regional economic conditions and geopolitical risks, including international conflicts; decreases in demand for international trade; 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 and tariffs; disruption to our operations from failures of, or attacks on, our information technology systems; disruption to our operations as a result of natural disasters or public health crises; compliance with laws and regulations globally; risks related to the acquisition of Triton by Brookfield Infrastructure, including the potentially divergent interests of our sole common shareholder and the holders of our outstanding indebtedness and preference shares, our reliance on certain corporate governance exemptions, and that as a foreign private issuer we are not subject to the same disclosure requirements as a U.S. domestic issuer; the availability and cost of capital; restrictions imposed by the terms of our debt agreements; the achievement of our capital structure plans and related timing; changes in tax laws in Bermuda, the United States and other countries and other risks and uncertainties, including those listed under the caption “Risk Factors” in our most recent Annual Report on Form 10-K filed with the SEC on February 29, 2024, our most recent Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024 and our preliminary prospectus supplement and accompanying prospectus related to the public offering filed with the SEC on January 30, 2025.

The foregoing list of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere. Any forward-looking statements made herein are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on Triton or its business or operations. Except to the extent required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

About Triton International Limited

Triton International Limited is the world’s largest lessor of intermodal freight containers. With a container fleet of approximately 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250130105008/en/

Jeremy Glick

VP, Treasurer

Tel: +1 (914) 697-2900

Email: jglick@trtn.com

Source: Triton International Limited

FAQ

What is the dividend rate for Triton International's Series F Preference Shares (TRTN PRF)?

The Series F Preference Shares carry a 7.625% dividend rate.

How much capital did Triton International raise in its Series F Preference Share offering?

Triton International raised $150 million in gross proceeds through the offering of 6,000,000 Series F Preference Shares.

When will Triton's Series F Preference Shares (TRTN PRF) begin trading on the NYSE?

Triton plans to list the Series F Preference Shares on the NYSE within 30 days of the original issue date.

What is the liquidation preference of Triton's Series F Preference Shares?

The Series F Preference Shares have a liquidation preference of $25.00 per share.

How will Triton International use the proceeds from the Series F Preference Share offering?

The proceeds will be used for general corporate purposes, including container purchases, dividend payments, and debt repayment or repurchase.