Item 1.01 Entry into a Material Definitive Agreement
On April 29, 2021, Trinity Industries, Inc. (the "Company") entered into a Stock
Repurchase Agreement (the "Repurchase Agreement") with ValueAct Capital Master
Fund, L.P. ("ValueAct") to repurchase 8,100,000 shares of the Company's common
stock, par value $0.01 per share ("Common Stock"), for $27.47 per share in a
privately negotiated transaction. The price per share represents a discount of
3.5% from the closing price for a share of Common Stock on the New York Stock
Exchange on April 29, 2021. Under the Repurchase Agreement, through September 1,
2021, ValueAct will not make any additional sales of Common Stock without the
Company's consent.
The aggregate purchase price for the shares repurchased from ValueAct is $222.5
million. The Company will repurchase the shares using borrowings under its
revolving credit facility. The Repurchase Agreement contains customary
representations, warranties, and covenants of the parties.
The repurchase from ValueAct pursuant to the Repurchase Agreement was approved
by the Company's Board of Directors (the "Board") separately from, and will not
reduce the authorized amount remaining under, the existing share repurchase
program approved by the Board in October 2020 (the "Existing Program"). As of
April 29, 2021, approximately $118 million remains authorized through December
31, 2021, under the Existing Program.
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, and the assumptions underlying these forward-looking statements,
including, but 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. The Company 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
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 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. 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 Current Reports on Form 8-K.

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