Brookfield Infrastructure Corporation (NYSE:BIPC) entered into an agreement to acquire Triton International Limited (NYSE: TRTN) for $4.7 billion on April 11, 2023. The stock portion of the consideration is subject to a collar, ensuring Triton shareholders receive the number of BIPC shares equal to $16.50 in value for every Triton Share if the ten-day VWAP of BIPC Shares (measured two days prior to closing) (the "BIPC Final Stock Price") is between $42.36 and $49.23. Triton shareholders will receive 0.390 BIPC Shares for each Triton Share if the BIPC Final Stock Price is below $42.36, and 0.335 BIPC Shares for each Triton Share if the BIPC Final Stock Price is above $49.23. With the collar, between 18.4 and 21.3 million BIPC Shares will be issued to Triton shareholders. Upon termination of the merger agreement under specified circumstances, Triton will be required to pay to Brookfield a termination fee of $141.4 million and Brookfield will be required to pay to Triton a termination fee of $329.9 million. The transaction is subject to customary closing conditions, including approval by Triton's shareholders and receipt of required regulatory approvals, the expiration or termination of all applicable waiting periods under the HSR Act and the receipt of certain other approvals, clearances or expirations of waiting periods under other applicable antitrust laws, including the United States, the European Union and China, the receipt of CFIUS Clearance, the SEC having declared effective each of the registration statement on Form F-4, the authorization for listing on the NYSE and conditional approval for listing on the TSX of the BIPC Shares. The transaction is expected to be taxable, regardless of the stock/cash consideration that the shareholder elects to receive. The transaction has been unanimously approved and recommended by the Board of Directors of Triton. The Triton Board unanimously recommends that shareholders vote in favour of the merger proposal. The transaction has also received all required approvals from Brookfield Infrastructure, is not subject to a financing condition, and is not subject to approval from BIPC shareholders. As of June 12, 2023, Triton International announced the expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the transaction. As of June 29, 2023, the European Commission cleared the transaction. The special general meeting of the shareholders of Triton is to be held on August 24, 2023 to approve the previously announced acquisition of Triton by Brookfield Infrastructure Partners L.P. As of July 24, 2023, The Triton board of directors unanimously recommends voting FOR all proposals presented at the special general meeting in connection with the proposed acquisition of Triton by Brookfield Infrastructure. As of August 24, 2023, shareholders of Triton International Limited have approved the transaction. The transaction is expected to close in the fourth quarter of 2023. As of July 6, 2023, the merger is expected to close during the third quarter of 2023. As of September 19, 2023, all regulatory approvals required to complete the previously announced acquisition of Triton by Brookfield Infrastructure have now been received. The parties currently anticipate the transaction will close on September 28, 2023.

Goldman Sachs & Co. LLC is serving as exclusive financial advisor and fairness opinion provider to Triton and Scott D. Miller, Matthew Friestedt, Jameson Lloyd, Michael Rosenthal, Eric Kadel, Eric Queen, Brad Smith and Cathy Clarkin of Sullivan & Cromwell LLP is serving as Triton's legal advisor, with Appleby as Bermuda counsel. Brookfield Infrastructure engaged BofA Securities and Mizuho Securities USA LLC as joint financial advisors and Otness, Eric C, Greenberg, Thomas W, Griffin, Page W, Moniri, Aryan, Motta, Giorgio, Schwartz, Kenneth B and Spinowitz, Moshe of Skadden, Arps, Slate, Meagher & Flom LLP as legal advisor. Brookfield Infrastructure Corporation engaged Torys LLP to serve as legal counsel and was advised by MUFG. Innisfree M&A Incorporated acted as proxy solicitor to Triton for an estimated fee of $50,000, plus expenses. Triton has agreed to pay Goldman Sachs a transaction fee that is estimated at approximately $42.4 million, $2.0 million of which became payable upon the announcement of the transaction, and the remainder of which is contingent upon consummation of the transaction.

Brookfield Infrastructure Corporation (NYSE:BIPC) completed the acquisition of Triton International Limited (NYSE: TRTN) on September 28, 2023. Triton International Limited will continue to operate under the Triton name, maintain its global presence, and be led by Chief Executive Officer Brian M. Sondey and its current executive leadership team.