Trinity Industries Inc 8-K, filed Oct 23, 2020
Trinity Industries Inc (TRN)
8-K
2020-10-23
For: 2020-10-23
View Original
Added on
April 07, 2026
About this 8-K
Trinity Industries Inc filed this 8-K on October 23, 2020.
Items reported
- Item 1.01: Entered into a material agreement
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): | ||||||||
_______________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices, and Zip Code)
(214 ) 631-4420
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 under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On October 23, 2020, Trinity Industries Leasing Company (“TILC”) and Trinity Rail Leasing 2020 LLC (“TRL-2020”), both subsidiaries of Trinity Industries, Inc. (the “Company”), entered into an Equipment Note Purchase Agreement dated October 23, 2020 (the “Note Purchase Agreement”) with Credit Suisse Securities (USA) LLC, Credit Agricole Securities (USA) Inc., BofA Securities, Inc. and Wells Fargo Securities LLC (the “Initial Purchasers”). The Note Purchase Agreement provides for the issuance and sale of (i) $110,000,000 principal amount of TRL-2020’s Series 2020-2 Class A-1 Secured Railcar Equipment Notes (the “Class A-1 Notes”), (ii) $240,300,000 principal amount of TRL-2020’s Series 2020-2 Class A-2 Secured Railcar Equipment Notes (the “Class A-2 Notes”), and (iii) $20,500,000 principal amount of TRL-2020’s Series 2020-2 Class B Secured Railcar Equipment Notes (the “Class B Notes”) (the Class A-1 Notes, the Class A-2 Notes, and the Class B Notes are, collectively, the “Notes”) to the Initial Purchasers.
The Notes will bear interest at fixed rates as follows: (i) the Class A-1 Notes at 1.83%, (ii) the Class A-2 Notes at 2.56%, and (iii) the Class B Notes at 3.69%. The Notes will be payable monthly, and will have a stated final maturity date of November 19, 2050. The Initial Purchasers are expected to resell the Notes pursuant to Rule 144A of the Securities Act of 1933 and Regulation S thereunder.
The Note Purchase Agreement also contemplates the concurrent purchase by TILC of (i) TRL-2020’s Series 2020-2 Class R-1 Secured Railcar Equipment Notes (the “Class R-1 Notes”) and (ii) TRL-2020’s Series 2020-2 Class R-2 Secured Railcar Equipment Notes (the “Class R-2 Notes”) (the Class R-1 Notes and the Class R-2 Notes are, collectively, the “Subordinated Notes”).
The Notes and the Subordinated Notes will be secured by (among other things) approximately 5,727 railcars and operating leases thereon, which TRL-2020 is purchasing from TILC and from TILC’s affiliates, TRIHC 2018 LLC and Trinity Rail Leasing Warehouse Leasing Trust. The Note Purchase Agreement contains customary representations, warranties, covenants and closing conditions for a transaction of this type. The Note Purchase Agreement also contains customary provisions pursuant to which TILC and TRL-2020 agree to hold harmless and indemnify the Initial Purchasers against damages under certain circumstances, which are customary for a transaction of this type.
The issuance and sale of the Notes and the Subordinated Notes are part of an asset backed securitization which, subject to satisfaction of a variety of customary conditions precedent, is scheduled to close on or about November 19, 2020.
The Notes and the Subordinated Notes have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. This filing shall not constitute an offer to sell or a solicitation of an offer to purchase the Notes, the Subordinated Notes, or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
Forward-Looking Statements
Some statements in this Current Report on Form 8-K, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about the Company’s estimates, expectations, beliefs, intentions or strategies for the future, including the expected closing of the issuance of the Notes and the Subordinated Notes. The assumptions underlying these forward-looking statements include, but are not limited to, future financial and operating performance, future opportunities and any other statements regarding events or developments that the Company believes or anticipates will or may occur in the future, including the potential financial and operational impacts of the COVID-19 pandemic. Forward-looking statements speak only as of the date hereof, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by federal securities laws. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations, including but not limited to risks and uncertainties regarding economic, competitive, governmental, and technological factors affecting the Company’s operations, markets, products, services and prices, and such forward-looking statements are not guarantees of future performance. In particular, the closing of the issuance of the Notes and Subordinated Notes is subject to general market and other conditions, which in turn are subject to a broad range of risks and uncertainties that could affect the Company, and there are no assurances that the closing will be completed when expected or at all. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and “Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the most recent fiscal year, as may be revised and updated by the Company’s Quarterly Reports on Form 10-Q, and the Company’s Current Reports on Form 8-K.
SIGNATURES
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 hereunto duly authorized.
| Trinity Industries, Inc. | ||||||||
| October 23, 2020 | By: | /s/ Jared S. Richardson | ||||||
| Name: Jared S. Richardson | ||||||||
| Title: Vice President and Secretary | ||||||||