The Board of Trinity Industries, Inc. (NYSE:TRN) announced the spin-off of infrastructure-related businesses on December 12, 2017. Trinity Industries will distribute to shareholders one share of the spun-off entity, to be called Arcosa, Inc., for every three shares of Trinity common stock. Under the transaction, infrastructure-related businesses of Trinity Industries will be spun-off to Trinity shareholders in a tax-free spin-off transaction. The transaction is expected to result in two separate public companies listed on NYSE pursuing distinct business strategies and investment decisions best suited to enhance long-term growth and shareholder value creation. Trinity Industries' common stock will continue to trade on the NYSE under the symbol “TRN” both before and after the distribution. Trinity Industries' portfolio of businesses will be comprised primarily of Trinity's industry-leading rail-related businesses which are marketed under the trade name TrinityRail®, tank car heads manufacturing and the highway products business. Arcosa intends to list common stock on the NYSE under the symbol “ACA”. Following the completion of the spin-off, Arcosa will be an independent, publicly-traded company on the New York Stock Exchange, and Trinity will retain no ownership interest in Arcosa. The spin off has a record date of October 17, 2018. Arcosa, Inc. had revenues of $1.7 billion, total assets of $1.5 billion, EBIT of $200.8 million and net profit of $123 million for the fiscal year ended December 31, 2016. Antonio Carrillo, a member of Board of Directors of Trinity Industries, will be the President and Chief Executive Officer of Arcosa upon completion of the spin-off. Timothy R. Wallace, Trinity's Chairman, Chief Executive Officer and President, will remain in his current role with Trinity Industries following completion of the spin-off. As of February 16, 2018, Scott Beasley has accepted a role as the future Chief Financial Officer of Arcosa upon completion of the spin-off while James E. Perry will remain in his current role with Trinity Industries following completion of the spin-off. S. Theis Rice, who is currently serving as Trinity Industries' Senior Vice President and Chief Legal Officer, is expected to leave his current role and serve as Trinity's Chief Compliance Officer, effective upon, and subject to, completion of the transaction. As of September 14, 2018, it was announced that each of Trinity's and Arcosa's Board will include five members of the current Trinity Board of Directors. Each of the five current directors of Trinity Industries who will join the Board of Arcosa will resign from the Board of Trinity Industries on completion of the spin-off. In addition, new directors will be added to each of the boards of Trinity Industries and Arcosa, effective on completion of the spin-off. The new Board of Directors of Arcosa will consist of nine directors, namely, Rhys Best, David Biegler, Ronald Gafford, Douglas Rock and Antonio Carrillo, current Directors of Trinity and Joe Alvarado, Jay Craig, John Lindsay and Melanie Trent.

The spin-off will be subject to finalization of the entity structure of the spun-off business, assurance that the separation will be tax-free to the Trinity Industries' shareholders for U.S. federal income tax purposes, finalization of the capital structure of the two companies, the effectiveness of appropriate filings with the Securities and Exchange Commission including Form 10 Registration Statement, final approval from Trinity Industries's Board of Directors and other customary conditions. The deal is also subject to NYSE having approved the listing of common stock of Arcosa, subject to official notice of issuance, Trinity Industries having received a private letter ruling from the United States Internal Revenue Service substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as tax-free for United States, no order, injunction or decree having been issued by any court or other tribunal of competent jurisdiction preventing the consummation of the transaction, no other events or developments shall exist or shall have occurred that, in the judgment of the Board of Trinity Industries makes it inadvisable to effect the transaction, Trinity Industries having received an opinion of each of Skadden, Arps, Slate, Meagher & Flom LLP and KPMG, substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as tax-free for United States federal income tax purposes, all permits, registrations and consents required under the securities or blue sky laws of states or other political subdivisions of the United States or of foreign jurisdictions in connection with the distribution having been received and the internal reorganization of the Trinity and Arcosa businesses prior to the separation and distribution having been effectuated. Trinity Industries' Board of Directors has unanimously approved the spin-off. Stockholder approval of the distribution is not required. As of September 25, 2018, Trinity Industries' Board of Directors formally approved the transaction. On October 1, 2018, the registration statement was declared effective by the SEC.  Arcosa common stock is expected to begin trading “regular way” on the New York Stock Exchange under the ticker symbol “ACA” on November 1, 2018. The spin-off is expected to be completed in the fourth quarter of 2018. As of September 25, 2018, all of the shares of Arcosa common stock will be distributed by Trinity on or about November 1, 2018. J.P. Morgan Securities, LLC and Evercore Group L.L.C. acted as financial advisors to Trinity Industries while Skadden, Arps, Slate Meagher & Flom LLP acted as legal advisor and KPMG LLP acted as tax advisor to Trinity Industries. American Stock Transfer & Trust Company acted as transfer agent for Trinity Industries.

Trinity Industries, Inc. (NYSE:TRN) completed the spin-off of Arcosa, Inc. (NYSE:ACA) for $1.2 billion on November 1, 2018. Arcosa will begin trading “regular way” on the New York Stock Exchange under the ticker symbol “ACA” at market open on November 1, 2018. As of November 1, 2018, Trinity Industries announced new executive appointments in light of completion of the spin-off. Sarah Teachout was named Vice President and Chief Legal Officer of Trinity Industries. Theis Rice, former Chief Legal Officer, will retain his Senior Vice President title and become Chief Compliance Officer. Lance Davis has been named Vice President, Finance and Treasurer, David DelVecchio has been named Vice President and Chief Human Resources Officer, Virginia C. Gray has been named Vice President, Corporate Social Responsibility and Organizational Development, Jessica Greiner has been named Vice President, Investor Relations and Communications, Doug Horvath has been named Vice President, Tax, Steve McDowell has been named Vice President and Chief Accounting Officer, Ian Mutswiri has been named Vice President and Chief Audit Executive and Jared Richardson has been named Vice President and Corporate Secretary. Officers continuing in their Trinity corporate leadership roles include Timothy R. Wallace, Chairman, Chief Executive Officer and President; James E. Perry, Senior Vice President and Chief Financial Officer; Melendy E. Lovett, Senior Vice President and Chief Administrative Officer; W. Relle Howard, Vice President, IT and Chief Information Officer; John M. Lee, Vice President, Business Development; Stephen W. Smith, Vice President and Chief Technical Officer and Jack L. Todd, Vice President, Government Relations.