Item 1.01 Entry into a Material Definitive Agreement
On May 4, 2021, Trinity Industries Leasing Company ("TILC"), RIV 2013 Rail
Holdings LLC ("RIV-2013"), TRP 2021 Railcar Holdings LLC ("TRP Holdings"), and
Trinity Rail Leasing 2012 LLC ("TRL-2012") entered into a Note Purchase
Agreement dated May 4, 2021 (the "Note Purchase Agreement") with Credit Suisse
Securities (USA) LLC, Wells Fargo Securities LLC, Credit Agricole Securities
(USA) Inc., Deutsche Bank Securities Inc., BofA Securities, Inc., and Fifth
Third Securities, Inc. (the "Purchasers"). TILC is a subsidiary of Trinity
Industries, Inc. (the "Company"); the equity members of RIV-2013 are TILC (owner
of 30.5% of the equity interests) and other investors; and TRL-2012 and TRP
Holdings are wholly-owned subsidiaries of RIV-2013.
The Note Purchase Agreement provides for the issuance and sale of (i) an
aggregate principal amount of $334.0 million of TRL-2012's Series 2021-1 Class A
Green Secured Railcar Equipment Notes (the "Class A Notes") and (ii) an
aggregate principal amount of $21.0 million of TRL-2012's Series 2021-1 Class B
Green Secured Railcar Equipment Notes (the "Class B Notes") (the Class A Notes
and the Class B Notes are, collectively, the "Notes") to the Purchasers. The
Class A Notes will bear interest at a fixed rate of 2.07%, will be payable
monthly, and will have a stated final maturity date of June 15, 2051. The Class
B Notes will bear interest at a fixed rate of 3.06%, will be payable monthly,
and will have a stated final maturity date of June 15, 2051. The Notes will be
obligations of TRL-2012 only, secured by (among other things) approximately
6,350 railcars and operating leases thereon, which TRL-2012 currently owns. The
Note Purchase Agreement contains customary representations, warranties,
covenants and closing conditions for a transaction of this type. The Note
Purchase Agreement also contains provisions pursuant to which TILC, RIV 2013,
TRP Holdings, and TRL-2012 agree to hold harmless and indemnify the Purchasers
against damages under certain circumstances, which are customary for a
transaction of this type.
The issuance and sale of the 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 June 15, 2021. The Company can give no
assurance that the transaction will close on that date or at all. At the closing
of the securitization, TRL-2012 is expected to change its name to TRP 2021 LLC.
TRL-2012 expects that, based on generally accepted market principles for
classification of securities as "Green Bonds" published by the International
Capital Markets Association (the "ICMA"), the Notes will constitute "Green
Bonds." Sustainalytics, an established provider of environmental, social and
governance research and analysis, acting as an external verifier, has provided a
pre-issuance review of this transaction. The pre-issuance review letter shows
alignment with Trinity Industries Leasing Company's Green Financing Framework
(the "Trinity Green Financing Framework") and industry standards, and states
that nothing has come to the attention of the external verifier that would cause
it to believe that the Notes are not aligned with the Trinity Green Financing
Framework. The external verifier previously provided a second-party opinion on
January 18, 2021, stating that the Trinity Green Financing Framework is
impactful and credible and is in alignment with relevant industry standards, the
ICMA's Green Bond Principles 2018, and overall sustainability quality, the views
of which are intended to inform investors in general, and not for a specific
investor. The ICMA does not provide certification as to whether any particular
bonds constitute "Green Bonds" and no regulatory body has made such a
certification as to the Notes.
The Purchasers are expected to resell the Notes pursuant to Rule 144A of the
Securities Act of 1933 and Regulation S thereunder. The 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
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.
TRL-2012 is expected to use the proceeds from the sale of the Notes to redeem in
full each of its $145.4 million in aggregate principal amount of Series 2012-1
Class A-1 Secured Railcar Equipment Notes, $188.4 million in aggregate principal
amount of Series 2012-1 Class A-2 Secured Railcar Equipment Notes, and $183.4
million in aggregate principal amount of Series 2013-1 Class A-1 Notes, of which
$22.4 million, $188.4 million, and $137.7 million, respectively, were
outstanding as of March 31, 2021.

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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. 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 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.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 3, 2021, the Company held its 2021 Annual Meeting of Stockholders at
which the Company's stockholders voted on the following three proposals, and
cast their votes as described below.
Proposal 1 - Election of Directors
The stockholders elected eight (8) directors for a one-year term, as follows:
Nominee                      For        Withheld     Broker Non-Votes
William P. Ainsworth      93,306,558     476,248        9,226,964
Brandon B. Boze           92,277,500    1,505,306       9,226,964
John J. Diez              93,020,931     761,875        9,226,964
Leldon E. Echols          91,655,365    2,127,441       9,226,964
Tyrone M. Jordan          92,902,427     880,379        9,226,964
S. Todd Maclin            93,281,836     500,970        9,226,964
E. Jean Savage            93,360,585     422,221        9,226,964
Dunia A. Shive            93,144,040     638,766        9,226,964

Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the proxy statement dated April 1, 2021, including the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion related thereto, by the following vote:


     For         Against    Abstentions     Broker Non-Votes
  91,283,692    2,190,263     308,851          9,226,964






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Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021, by the following vote:


                            For         Against    Abstentions
                        101,096,319    1,161,516     751,935

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