8-K

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):	August 18, 2021

_______________________________________

(Exact name of registrant as specified in its charter)

Delaware	1-6903	75-0225040
(State or other jurisdiction <br>of incorporation)	(Commission File No.)	(I.R.S. Employer <br>Identification No.)

14221 N. Dallas Parkway, Suite 1100,

Dallas, Texas 75254-2957

(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:

☐  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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	TRN	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 (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 7.01 Regulation FD Disclosure.

Trinity Industries, Inc. ("Trinity", the “Company”) hereby furnishes the information set forth in its News Release, dated August 18, 2021, announcing the formation of Signal Rail Holdings LLC, a joint venture with a subsidiary of Wafra, Inc. (“Wafra”), to develop a portfolio of leased railcars.

The Company expects the sale of the initial portfolio of railcars described in the News Release will result in sales proceeds of approximately $325 million and gains on lease portfolio sales of approximately $28 million – $32 million, with on-going fee revenue to be earned from servicing the railcars. The Company’s net lease fleet investment for 2021 is now expected to be between $50 million and $100 million.

The information being furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Exhibit 99.1 is hereby incorporated by reference in response to this Item 7.01. Additionally, the submission of the report on Form 8-K is not an admission of the materiality of any information in this report.

Forward-Looking Statements

Some statements in the News Release, 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 Trinity’s estimates, expectations, beliefs, intentions or strategies for the future, including transactions with and actions relating to the joint venture. 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 Trinity 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 Trinity expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Trinity’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 Trinity’s operations, markets, products, services and prices, and such forward-looking statements are not guarantees of future performance. In particular, the closing of future sales to the joint venture are subject to general market and other conditions, which in turn are subject to a broad range of risks and uncertainties that could affect Trinity, and there are no assurances that such sales 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 Trinity’s Annual Report on Form 10-K for the most recent fiscal year, as may be revised and updated by Trinity’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) - (c) Not applicable.

(d) Exhibits:

NO.	DESCRIPTION
99.1	Joint news release by the Company and Wafra dated August 18, 2021, announcing the formation of a joint venture.
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith).
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith).
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith).
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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.
August 18, 2021	By:	/s/ Eric R. Marchetto
		Name: Eric R. Marchetto
		Title: Executive Vice President and Chief Financial Officer

Document

Exhibit 99.1

JOINT PRESS RELEASE

Trinity Industries, Inc. (“Trinity”) and Wafra Inc. (“Wafra”) announce the launch of a joint venture partnership between Trinity and certain funds managed by Wafra targeting up to $1 billion in leased railcar investments

8/18/2021

DALLAS and NEW YORK – (BUSINESSWIRE) - Trinity Industries, Inc. (NYSE: TRN) (“Trinity”), a leading provider of railcar products and services in North America, and Wafra Inc. (“Wafra”), a global alternative investment manager, today announced a new railcar investment vehicle (“RIV”) program between Trinity and certain funds managed by Wafra (“Wafra Funds”). The RIV program will invest in diversified portfolios of leased railcars originated by Trinity Industries Leasing Company (“TILC“) targeting up to $1 billion in total acquisitions over an expected three-year investment period.

The RIV program is structured as a new joint venture, Signal Rail Holdings LLC (“Signal Rail”), between Wafra Funds and Trinity, with Wafra Funds owning 90% and TILC owning 10% of Signal Rail. TILC will continue to service all railcars owned by Signal Rail.

In connection with the launch of the RIV program, Signal Rail has acquired an initial portfolio of approximately 3,600 railcars (the “Initial Portfolio”), representing a diverse pool of on-lease railcars from TILC’s leased railcar fleet. Signal Rail financed the acquisition of the Initial Portfolio through SRL 2021-1, an asset-backed securitization comprising $265 million in two classes of notes rated by S&P and KBRA.

The acquisition of the Initial Portfolio by Signal Rail, and the closing of SRL 2021-1, were both completed today, August 18, 2021.

"Wafra is pleased to launch this partnership with Trinity, an established market and thought leader in railcar leasing and manufacture,” said Fawaz Al-Mubaraki, Wafra's Chief Executive Officer. “Through this joint venture, Wafra builds on its portfolio of high-quality real asset investments. As long-term investors, we recognize the importance of forming partnerships with industry leaders like Trinity, as well as ensuring meaningful alignment as the basis of shared success. We look forward to growing our partnership with Trinity in the years ahead.”

Trinity’s Chief Executive Officer and President, Jean Savage, commented, “We are excited to join with Wafra as the latest partner in our RIV platform. This joint venture brings together parties with aligned strategies of long term investments in quality assets with high quality investment partners like Wafra. We believe today’s announcement underscores the attractive return and cash flow attributes of our railcar assets. This partnership is an important milestone in Trinity’s long-term plan to optimize our balance sheet and amplify our return on equity.”

Forward-Looking Statements

Some statements in this News Release, 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 Trinity’s estimates, expectations, beliefs, intentions or strategies for the future, including transactions with and actions relating to the joint venture. 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 Trinity 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 Trinity expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking

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statement contained herein to reflect any change in Trinity’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 Trinity’s operations, markets, products, services and prices, and such forward-looking statements are not guarantees of future performance. In particular, the closing of future sales to the joint venture are subject to general market and other conditions, which in turn are subject to a broad range of risks and uncertainties that could affect Trinity, and there are no assurances that such sales 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 Trinity’s Annual Report on Form 10-K for the most recent fiscal year, as may be revised and updated by Trinity’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

About Trinity

Trinity Industries, Inc., headquartered in Dallas, Texas, owns businesses that are leading providers of rail transportation products and services in North America. Our rail-related businesses market their railcar products and services under the trade name TrinityRail®. The TrinityRail platform provides railcar leasing and management services, as well as railcar manufacturing, maintenance and modifications. Trinity also owns businesses engaged in the manufacture of products used on the nation’s roadways and in traffic control. Trinity reports its financial results in three principal business segments: the Railcar Leasing and Management Services Group, the Rail Products Group, and All Other. For more information, visit: www.trin.net.

About Wafra

Wafra Inc. is a global alternative investment manager. Wafra manages assets and capital commitments of approximately $27 billion1. Wafra invests across a wide range of alternative assets, including real assets and infrastructure, private equity, strategic partnerships, real estate, and liquid markets. By providing flexible and accretive capital solutions and focusing on long-term partnerships, Wafra aligns and partners with best-in-class companies and management teams. Headquartered in New York, Wafra and its affiliated and associated firms have additional offices in Austin, London, Kuwait and Bermuda. For more information please visit www.wafra.com.

For Inquiries relating to Trinity, please contact:
Investor Contact:
Eric Marchetto, Executive Vice President and Chief Financial Officer
Trinity Industries, Inc.
(Investors) 214/631-4420
Media Contact:
Jack L. Todd, Vice President-Public Affairs
Trinity Industries, Inc.
(Media Line) 214/589-8909
1 Estimated as of March 31, 2021	Page 2
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For Inquiries relating to Wafra, please contact:
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Katrina Allen, Edelman
(917) 640-2753
Katrina.allen@edelman.com

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