Item 1.01 Entry into a Material Definitive Agreement
Note Purchase Agreement
On May 25, 2021, Trinity Industries Leasing Company ("TILC"), TRIP Rail Holdings
LLC ("TRIP Holdings"), Triumph Rail Holdings LLC ("Triumph Holdings"), and TRIP
Rail Master Funding LLC ("TRMF") entered into a Note Purchase Agreement dated
May 25, 2021 (the "Note Purchase Agreement") with Credit Suisse Securities (USA)
LLC, Wells Fargo Securities LLC, Deutsche Bank Securities Inc., Morgan Stanley &
Co. LLC, Credit Agricole Securities (USA) Inc., BofA Securities, Inc., and Fifth
Third Securities, Inc. (the "Purchasers"). TILC is a wholly-owned subsidiary of
Trinity Industries, Inc. (the "Company"); the equity members of TRIP Holdings
are TILC (owner of 42.6% of the equity interests) and other investors; and TRMF
and Triumph Holdings are wholly-owned subsidiaries of TRIP Holdings.
The Note Purchase Agreement provides for the issuance and sale of (i) an
aggregate principal amount of $535.0 million of TRMF's Series 2021-2 Class A
Green Secured Railcar Equipment Notes (the "Class A Notes") and (ii) an
aggregate principal amount of $25.4 million of TRMF'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 2.15%, 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 3.08%, will be payable monthly,
and will have a stated final maturity date of June 15, 2051. The Notes will be
obligations of TRMF only, secured by (among other things) approximately 11,004
railcars and operating leases thereon, which TRMF 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, TRIP Holdings, Triumph
Holdings, and TRMF 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, TRMF is expected to change its name to Triumph Rail LLC.
TRMF 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 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.
TRMF is expected to use the proceeds from the sale of the Notes, as well as
proceeds from the sale of railcars and related operating leases to its
affiliate, TRIP Railcar Co., LLC, to redeem in full each of its $509.6 million
in aggregate principal amount of Series 2011 Class A-2 Secured Railcar Equipment
Notes, $220.7 million in aggregate principal amount of Series 2014-1 Class A-2
Secured Railcar Equipment Notes, $103.0 million in aggregate principal amount of
Series 2017-1 Class A-1 Secured Railcar Equipment Notes, and $134.9 million in
aggregate principal amount of Series 2017-1 Class A-2 Notes, of which $508.8
million, $220.7 million, $12.2 million, and $134.9 million, respectively, were
outstanding as of March 31, 2021.

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Reduction of Term Loan Agreement Commitment



On May 25, 2021, TRIP Railcar Co., LLC ("TRIP Railcar") delivered a notice to
reduce the committed amount under the previously-reported Term Loan Agreement
dated May 18, 2021 (the "Loan Agreement") among TRIP Railcar, as borrower, TILC,
TRIP Holdings, the lenders party thereto (the "Lenders"), Credit Suisse AG, New
York Branch, as agent for the Lenders, and U.S. Bank National Association, as
collateral agent and depositary. Effective May 27, 2021, the maximum amount of
loans issuable pursuant to the Loan Agreement was reduced from $535.0 million to
$335.0 million.
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.

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