UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bye-Laws; Change in Fiscal Year. |
By resolutions adopted on August 10, 2021 and August 11, 2021, 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 5.75% Series E Cumulative Redeemable Perpetual Preference Shares, par value $0.01 per share and with a liquidation preference of $25.00 per share (the “Series E Preference Shares”).
On August 13, 2021, the Company filed with the Securities and Exchange Commission (the “Commission”) a prospectus supplement, dated August 11, 2021 (the “Prospectus Supplement”) together with the accompanying prospectus, dated August 28, 2020 (the “Base Prospectus” and together with the Prospectus Supplement, the “Prospectus”) relating to the public offering of the Series E Preference Shares. The description of the terms of the Series E Preference Shares under the heading “Description of Series E 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 E 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.
| Item 8.01. | Other Events. |
The Company expects to consummate the offer and sale of 7,000,000 Series E Preference Shares on August 18, 2021 pursuant to the terms and conditions of that certain Underwriting Agreement dated August 11, 2021 (the “Underwriting Agreement”) between and among the Company and UBS Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters listed in Schedule A thereto (the “Underwriters”).
The offer and sale of the Series E Preference Shares are being made pursuant the Prospectus (as described in Item 5.03 above) that was filed on August 28, 2020 with the Commission as part of the Company’s registration statement on Form S-3 (File No. 333-248482) under the Securities Act of 1933, as amended, which became effective on August 28, 2020 (the “Registration Statement”).
In connection with the offer and sale of the Series E 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 E 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 E Preference Shares and their related consent (Exhibits 5.1 and 23.1 to this Current Report on Form 8-K).
On August 11, 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 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
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.
| Dated: August 17, 2021 | TRITON INTERNATIONAL LIMITED | |||||
| By: | /s/ Carla L. Heiss | |||||
| Name: | Carla L. Heiss | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||