Triton International Announces Secondary Offering of Common Shares By Selling Shareholders
Triton International Limited (NYSE:TRTN) announced a public secondary offering of 10,706,982 common shares by Vestar Capital Partners and affiliated funds, effective October 1, 2020. Triton is not participating in the sale and will not receive any proceeds. Post-offering, the selling shareholders will no longer hold Triton shares. Goldman Sachs is the sole underwriter. This offering is made under an existing shelf registration statement filed with the SEC. Forward-looking statements include risks like market conditions and the impact of COVID-19 on business.
- The offering allows Vestar Capital Partners to liquidate their holdings without Triton benefiting directly.
- Goldman Sachs as the sole underwriter may enhance the offering's credibility.
- The company will not receive any proceeds from the sale, impacting its financial flexibility.
- Selling shareholders will completely divest, which might signal a lack of confidence in long-term stock value.
HAMILTON, Bermuda--(BUSINESS WIRE)--October 1, 2020 – Triton International Limited (NYSE:TRTN) (the “Company” or “Triton”) today announced the commencement of a public secondary offering of an aggregate of 10,706,982 common shares by Vestar Capital Partners LLC and certain affiliated funds (the “selling shareholders”). The Company is not selling any common shares in the offering and will not receive any proceeds from the sale of the common shares by the selling shareholders.
Following the sale of the shares, the selling shareholders will no longer own any of the Company’s common shares.
Goldman Sachs & Co. LLC is acting as sole underwriter for the offering.
The offering is being made pursuant to an effective shelf registration statement, previously filed with the Securities and Exchange Commission (the “SEC”). The offering will be made only by means of a prospectus supplement and a related prospectus, copies of which, when available, may be obtained on the SEC’s website at www.sec.gov or by contacting Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.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 of any such state or jurisdiction.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this release, other than purely historical information, including statements regarding the size and terms of the proposed secondary offering, are “forward-looking statements” within the meaning of 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,” “believe,” “project,” “anticipate,” “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: risks and uncertainties related to capital markets conditions; that the size of the offering could change or that the offering could be terminated; the impact of COVID-19 on our business and financial results; 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; our dependence on a limited number of customers for a substantial portion of our revenues; customer defaults; decreases in the selling prices of used containers; extensive competition in the container leasing industry; difficulties stemming from the international nature of our business; decreases in the demand for international trade; disruption to our operations 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 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; our compliance or failure to comply with laws and regulations related to economic and trade sanctions, security, anti-terrorism, environmental protection and corruption; our ability to obtain sufficient capital to support our growth; restrictions imposed by the terms of our debt agreements; changes in tax laws in, Bermuda, the United States and other countries and other risks and uncertainties, including those risk factors set forth in the section entitled "Risk Factors" in our Form 10-K filed with the Securities and Exchange Commission ("SEC"), on February 14, 2020, in any Form 10-Q filed or to be filed by Triton, and in other documents we file with the SEC from time to time. 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 over 6.0 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.
