Item 7.01 Regulation FD Disclosure.Trinity Industries, Inc. ("Trinity", the "Company") hereby furnishes the information set forth in its News Release, datedAugust 18, 2021 , announcing the formation ofSignal Rail Holdings LLC , a joint venture with a subsidiary ofWafra, Inc. ("Wafra"), to develop a portfolio of leased railcars. The Company expects the sale of the initial portfolio of railcars described in the News Release will result in sales proceeds of approximately$325 million and gains on lease portfolio sales of approximately$28 million -$32 million , with on-going fee revenue to be earned from servicing the railcars. The Company's net lease fleet investment for 2021 is now expected to be between$50 million and$100 million . The information being furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Exhibit 99.1 is hereby incorporated by reference in response to this Item 7.01. Additionally, the submission of the report on Form 8-K is not an admission of the materiality of any information in this report. Forward-Looking Statements Some statements in the News Release, 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 transactions with and actions relating to the joint venture. 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. Forward-looking statements speak only as of the date hereof, 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 our 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 future sales to the joint venture are subject to general market and other conditions, which in turn are subject to a broad range of risks and uncertainties that could affect Trinity, and there are no assurances that such sales 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 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 Current Reports on Form 8-K.
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Item 9.01 Financial Statements and Exhibits.
(a) - (c) Not applicable.
(d) Exhibits: NO. DESCRIPTION 99.1 Joint news release by the Company and Wafra datedAugust 18, 2021 , announcing the formation of a joint venture. 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith). 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith). 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith). 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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