Item 1.01 Entry into a Material Definitive Agreement
On June 22, 2021, Trinity Industries Leasing Company ("TILC") and Trinity Rail
Leasing 2021 LLC ("TRL-2021"), both subsidiaries of Trinity Industries, Inc.
(the "Company"), entered into a Note Purchase Agreement dated June 22, 2021 (the
"Note Purchase Agreement") with Wells Fargo Securities LLC, Credit Agricole
Securities (USA) Inc., BofA Securities, Inc., Citizens Capital Markets, Inc.,
Credit Suisse Securities (USA) LLC, PNC Capital Markets LLC, and Regions
Securities LLC (the "Initial Purchasers"). The Note Purchase Agreement provides
for the issuance and sale of (i) an aggregate principal amount of $305,200,000
of TRL-2021's Series 2021-1 Class A Green Secured Railcar Equipment Notes (the
"Class A Notes") and (ii) an aggregate principal amount of $19,800,000 of
TRL-2021'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 Initial Purchasers.
The Notes will bear interest at fixed rates as follows: (i) the Class A Notes at
2.26% and (ii) the Class B Notes at 3.08%. The Notes will be payable monthly,
and will have a stated final maturity date of July 19, 2051. The Initial
Purchasers are expected to resell the Notes pursuant to Rule 144A of the
Securities Act of 1933 and Regulation S thereunder.
The Notes will be secured by (among other things) approximately 4,363 railcars
and operating leases thereon, which TRL-2021 is purchasing from TILC and from
TILC's affiliate, Trinity Rail Leasing Warehouse Trust. The Note Purchase
Agreement contains representations, warranties, covenants, and closing
conditions that are customary for a transaction of this type. The Note Purchase
Agreement also contains customary provisions pursuant to which TILC and TRL-2021
agree to hold harmless and indemnify the Initial Purchasers against damages
under certain circumstances.
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 30, 2021.
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.
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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