TRINITY INDUSTRIES, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
Subject to the terms and conditions of the Purchase Agreement, Trinity has
agreed to sell all of the issued and outstanding equity interests (the "Acquired
Interests") of THP to Buyer, which purchase shall include all of the issued and
outstanding equity interests of each of the Acquired Companies, for a cash
purchase price of
The Pending Acquisition, which is expected to close in the fourth quarter of 2021, is subject to customary closing conditions, including, among others, the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The Purchase Agreement contains customary representations, warranties and covenants of each of Trinity, on the one hand, and Buyer, on the other hand, including, but not limited to, (i) the obligation of Trinity to (a) cause each of the Acquired Companies to operate the Business in the ordinary course of business in all material respects, (b) to not engage in certain activities competitive with the Business for a specified period following closing, (c) to indemnify Buyer for certain liabilities, and (d) to provide transition services to Buyer following closing, and (ii) the obligation of Buyer to use its reasonable best efforts to obtain the proceeds of the Financing on the terms and conditions set forth in the debt and equity commitment letters delivered by Buyer to Trinity.
The Purchase Agreement contains customary termination rights for both Trinity
and Buyer under certain circumstances, including, among others, the right of
either Trinity or Buyer to terminate the Purchase Agreement if the Pending
Acquisition is not consummated by
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
The representations, warranties and covenants set forth in the Purchase Agreement have been made only for the purposes of the Purchase Agreement and solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts. In addition, information regarding the subject matter of the representations and warranties made in the Purchase Agreement may change after the date of the Purchase Agreement. Accordingly, the Purchase Agreement is included with this Current Report on Form 8-K only to provide investors with information regarding its terms and not to provide investors with any other factual information regarding Trinity, the Acquired Companies, their subsidiaries or their businesses as of the date of the Purchase Agreement or as of any other date.
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Item 7.01 Regulation FD Disclosure.
Trinity previously disseminated a press release announcing the parties' entry into the Purchase Agreement. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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 Trinity's estimates, expectations, beliefs, intentions or strategies for the future, including the expected closing of the Pending Acquisition. 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. Trinity uses the words "anticipates," "assumes," "believes," "estimates," "expects," "intends," "forecasts," "may," "will," "should," "guidance," "projected," "outlook," and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this release, 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 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 the Pending Acquisition is subject to a number of conditions, which in turn are subject to a broad range of risks and uncertainties that could affect Trinity, and there are no assurances that the closing will be completed when expected or at all. For a discussion of 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 Trinity's Current Reports on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1 Purchase and Sale Agreement datedNovember 3, 2021 , by and between Trinity and Buyer. 99.1 Press Release, datedNovember 3, 2021 . 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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