Triton International Limited Announces Public Offering of Common Shares

HAMILTON, Bermuda--()--Triton International Limited (NYSE:TRTN) (the “Company” or “Triton”) today announced the commencement of a public offering of $200,000,000 of the Company’s common shares, including $175,000,000 of common shares to be sold by the Company and $25,000,000 of common shares to be sold by certain affiliates of Warburg Pincus LLC (the “Selling Shareholders”). The underwriters have been granted a 30-day option to purchase up to an additional $26,250,000 and $3,750,000 of common shares from the Company and the Selling Shareholders, respectively. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The Company intends to use the net proceeds from this offering for general corporate purposes, including the purchase of containers. The Company will not receive any proceeds from the sale of shares to be offered by the Selling Shareholders.

BofA Merrill Lynch, Wells Fargo Securities and RBC Capital Markets are acting as joint book-running managers for the offering. The offering will be made pursuant to an existing effective registration statement, previously filed with the Securities and Exchange Commission (the “SEC”). The offering will be made only by means of a prospectus and a related prospectus supplement, copies of which may be obtained on the SEC’s website at www.sec.gov. Copies of the prospectus and prospectus supplement may also be obtained from BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attention: Prospectus Department, or e-mail dg.prospectus_requests@baml.com; Wells Fargo Securities, Attention: Equity Syndicate Department, 375 Park Avenue, New York, NY, 10152, at (800) 326-5897 or email a request to cmclientsupport@wellsfargo.com; and RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281-8098; Attention: Equity Syndicate; Tel: (877) 822-4089; email: equityprospectus@rbccm.com.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Important Cautionary Information Regarding Forward-Looking Statements

Certain statements in this release, other than purely historical information, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,” “may,” “would” and similar statements of a future or forward-looking nature may be used to identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond Triton’s control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements.

These factors include, without limitation, economic, business, competitive, market and regulatory conditions and the following: failure to realize the anticipated benefits of the combination of Triton Container International Limited (“TCIL”) and TAL International Group, Inc. (“TAL”), decreases in the demand for leased containers; decreases in market leasing rates for containers; difficulties in re-leasing containers after their initial fixed-term leases; customers’ decisions to buy rather than lease containers; dependence on a limited number of customers for a substantial portion of its revenues; customer defaults; decreases in the selling prices of used containers; extensive competition in the container leasing industry; difficulties stemming from the international nature of its businesses; decreases in demand for international trade; disruption to its operations resulting from political and economic policies of foreign countries, particularly China; disruption to its operations from failures of or attacks on its information technology systems; compliance with laws and regulations related to security, anti-terrorism, environmental protection and corruption; ability to obtain sufficient capital to support its growth; restrictions on its businesses imposed by the terms of its debt agreements; and other risks and uncertainties, including those risk factors listed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 17, 2017 and our preliminary prospectus supplement and accompanying prospectus related to the public offering filed with the SEC on September 5, 2017.

The foregoing list of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere. Any forward-looking statements made herein are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Triton or its businesses or operations. Except to the extent required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

About Triton International Limited

Triton International Limited is the parent of Triton Container International Limited and TAL International Group, Inc., each of which merged under Triton on July 12, 2016 to create the world’s largest lessor of intermodal freight containers. With a container fleet of approximately 5.3 million twenty-foot equivalent units, the Triton group’s global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers.

Contacts

Investors:
Triton International Limited
Andrew Greenberg, 914-697-2900
Senior Vice President
Finance & Investor Relations

Contacts

Investors:
Triton International Limited
Andrew Greenberg, 914-697-2900
Senior Vice President
Finance & Investor Relations