UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 16, 2020
TRITON INTERNATIONAL LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| | | | |
Bermuda | | 001-37827 | | 98-1276572 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
Victoria Place, 5th Floor, 31 Victoria Street, Hamilton, HM 10, Bermuda
(Address of Principal Executive Offices, including Zip Code)
Telephone: (441) 294-8033
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbols | | Name of each exchange on which registered |
Common shares, $0.01 par value per share | | “TRTN” | | New York Stock Exchange |
8.50% Series A Cumulative Redeemable Perpetual Preference Shares | | “TRTN PR A” | | New York Stock Exchange |
8.00% Series B Cumulative Redeemable Perpetual Preference Shares | | “TRTN PR B” | | New York Stock Exchange |
7.375% Series C Cumulative Redeemable Perpetual Preference Shares | | “TRTN PC” | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act ☐
| Item 5.03. | Amendments to Articles of Incorporation or Bye-Laws; Change in Fiscal Year. |
By resolutions adopted on January 15, 2020 and January 16, 2020, an authorized committee of the board of directors of Triton International Limited (the “Company”) adopted a Certificate of Designations (the “Certificate of Designations”) to establish the preferences, limitations and relative rights of its 6.875% Series D Cumulative Redeemable Perpetual Preference Shares, par value $0.01 per share and with a liquidation preference of $25.00 per share (the “Series D Preference Shares”).
On January 17, 2020, the Company filed with the Securities and Exchange Commission (the “Commission”) a prospectus supplement, dated January 16, 2020 (the “Prospectus Supplement”) together with the accompanying prospectus, dated September 5, 2017 (the “Base Prospectus” and together with the Prospectus Supplement, the “Prospectus”) relating to the public offering of the Series D Preference Shares. The description of the terms of the Series D Preference Shares under the heading “Description of Series D Preference Shares” in the Prospectus Supplement and under the heading “Description of our Share Capital” in the Base Prospectus is incorporated by reference herein. Such description of the terms of Series D Preference Shares is not complete and is qualified in its entirety by reference to the complete text of the Certificate of Designations, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The Company expects to consummate the offer and sale of 6,000,000 Series D Preference Shares on January 24, 2020 pursuant to the terms and conditions of that certain Underwriting Agreement dated January 16, 2020 (the “Underwriting Agreement”) between and among the Company and Morgan Stanley & Co. LLC, BofA Securities, Inc., RBC Capital Markets, LLC, UBS Securities LLC, Keefe, Bruyette & Woods, Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters listed in Schedule A thereto (the “Underwriters”).
The offer and sale of the Series D Preference Shares are being made pursuant the Prospectus (as described in Item 5.03 above) that was filed on January 17, 2020 with the Commission as part of the Company’s registration statement on Form S-3 (File No. 333-220340) under the Securities Act of 1933, as amended, which became effective on September 5, 2017 (the “Registration Statement”).
In connection with the offer and sale of the Series D Preference Shares, the Company is filing this Current Report on Form 8-K to add the following exhibits to the Registration Statement: (i) the Underwriting Agreement (Exhibit 1.1 to this Current Report on Form 8-K), (ii) the Certificate of Designations for the Series D Preference Shares (Exhibit 4.1 to this Current Report on Form 8-K), and (iii) the opinion of Appleby (Bermuda) Limited, as counsel to the Company, regarding the validity of the Series D Preference Shares and their related consent (Exhibits 5.1 and 23.1 to this Current Report on Form 8-K).
On January 16, 2020, the Company issued a press release announcing the pricing of the offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit
No. | | | Description of Exhibit |
| | | | | |
| | 1.1 | | | Underwriting Agreement dated January 16, 2020, by and between Triton International Limited and Morgan Stanley & Co. LLC, BofA Securities, Inc., RBC Capital Markets, LLC, UBS Securities LLC, Keefe, Bruyette & Woods, Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters listed in Schedule A thereto. |
| | | | | |
| | 4.1 | | | Certificate of Designations of 6.875% Series D Cumulative Redeemable Perpetual Preference Shares of Triton International Limited. |
| | | | | |
| | 5.1 | | | Opinion of Appleby (Bermuda) Limited regarding the validity of the Series D Preference Shares. |
| | | | | |
| | 23.1 | | | Consent of Appleby (Bermuda) Limited (included in Exhibit 5.1). |
| | | | | |
| | 99.1 | | | Press Release, dated January 16, 2020. |
| | | | | |
| | 104 | | | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Dated: January 21, 2020 | | | | TRITON INTERNATIONAL LIMITED |
| | | | | | | |
| | | | By: | | /s/ Carla Heiss |
| | | | Name: | | Carla Heiss |
| | | | Title: | | Senior Vice President, General Counsel and Secretary |
