UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
August 23, 2021
Commission File Number 001-33725
Textainer Group Holdings Limited
(Translation of registrant’s name into English)
Century House
16 Par-La-Ville Road
Hamilton HM 08
Bermuda
(441) 296-2500
(Address of principal executive office)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class | Trading Symbols | Name of each exchange on which registered | ||
Common Shares, $0.01 par value | TGH | New York Stock Exchange | ||
7.00% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preference Shares, $0.01 par value | TGH PRA | New York Stock Exchange |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable
On August 23, 2021, Textainer Group Holdings Limited (the “Company”) completed its public offering (the “Offering”) of 6,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of its 6.250% Series B Cumulative Redeemable Perpetual Preference Shares, par value $0.01 per share and $25,000 liquidation preference per share (equivalent to $25.00 per Depositary Share) (the “Preference Shares” and, together with the Depositary Shares, the “Shares”), for an aggregate public offering price of $150,000,000. The net proceeds from the Offering were approximately $144,875,000, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to list the Depositary Shares on the New York Stock Exchange under the symbol “TGH PRB”.
The Shares were sold pursuant to an underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets, LLC, UBS Securities LLC, Keefe, Bruyette & Woods, A Stifel Company and B. Riley Securities, Inc. as joint book-running managers (collectively, the “Underwriters”). The Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The Underwriting Agreement provides for indemnification by the Underwriters of the Company, its directors and certain of its executive officers, and by the Company of the Underwriters, for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended, and affords certain rights of contribution with respect thereto. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and incorporated by reference herein. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
In connection with the Offering, the Company adopted a Certificate of Designations (the “Certificate of Designations”) with respect to the Preference Shares. Pursuant to the Certificate of Designations, the Preference Shares rank senior to the Company’s common shares and any other junior shares and rank pari passu with the Company’s 7.000% Series A Cumulative Redeemable Perpetual Preference Shares and any other class or series of the Company’s shares established after the original issue date of the Preference Shares that is expressly made on parity with the Preference Shares as to the payment of dividends and amounts payable on a liquidation, dissolution or winding-up of our affairs.
The foregoing description of the Certificate of Designations does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designations, a copy of which is attached hereto as Exhibit 4.1 and is incorporated by reference herein.
In connection with the issuance of the Depositary Shares, the Company entered into a Deposit Agreement, dated as of August 23, 2021 (the “Deposit Agreement”), by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., collectively, and the holders from time to time of the depositary receipts (the “Depositary Receipts”) evidencing the Depositary Shares. The Preference Shares were deposited against delivery of the Depositary Receipts pursuant to the Deposit Agreement. The Deposit Agreement is attached hereto as Exhibit 4.2 and the form of Depositary Receipt is attached hereto as Exhibit 4.3. The foregoing description of the Deposit Agreement is entirely qualified by reference to such exhibit, which is incorporated by reference herein.
On August 23, 2021, the Company also entered into an Amendment (the “Amendment No. 1 to the Series A Deposit Agreement”) to the Deposit Agreement, dated as of April 13, 2021, by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., collectively, and the holders from time to time of the depositary receipts (the “Series A Depositary Receipts”) to conform certain terms of the Deposit Agreement to the Prospectus Supplement, dated April 6, 2021 and filed April 8, 2021 with the United States Securities and Exchange Commission, describing the rights and preferences of the Depositary Shares issued thereunder. The Amendment No. 1 to the Series A Deposit Agreement is attached hereto as Exhibit 4.4 and the foregoing description of the Amendment No. 1 to the Series A Deposit Agreement is entirely qualified by reference to such exhibit, which is incorporated by reference herein.
On August 17, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 hereto and is hereby incorporated by reference herein. On August 23, 2021, the company issued a press release announcing the completion of the Offering. A copy of the press release is attached as Exhibit 99.2 hereto and is hereby incorporated by reference herein.
Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Textainer Group Holdings Limited | ||
By: | /s/ Michael Chan | |
Name: | Michael Chan | |
Title: | Executive Vice President and Chief Financial Officer |
Date: August 23, 2021