Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. OnNovember 19, 2020 ,Trinity Rail Leasing 2020 LLC, aDelaware limited liability company ("TRL-2020") and a limited purpose, indirect wholly-owned subsidiary ofTrinity Industries, Inc. (the "Company"), owned by the Company through the Company's direct wholly-owned subsidiaryTrinity Industries Leasing Company ("TILC"), issued an aggregate principal amount of (i)$110,000,000 principal amount of TRL-2020's Series 2020-2 Class A-1 Secured Railcar Equipment Notes (the "Class A-1 Notes"), (ii)$240,300,000 principal amount of TRL-2020's Series 2020-2 Class A-2 Secured Railcar Equipment Notes (the "Class A-2 Notes"), and (iii)$20,500,000 principal amount of TRL-2020's Series 2020-2 Class B Secured Railcar Equipment Notes (the "ClassB Notes ") (the Class A-1 Notes, the Class A-2 Notes, and the ClassB Notes are, collectively, the "Notes"). The Notes were issued pursuant to a Master Indenture, datedNovember 19, 2020 (the "Indenture") betweenTRL-2020 andU.S. Bank National Association , as indenture trustee, as supplemented by a Series 2020-2 Supplement datedNovember 19, 2020 . The Notes bear interest at fixed rates as follows: (i) the Class A-1 Notes at 1.83%, (ii) the Class A-2 Notes at 2.56%, and (iii) the ClassB Notes at 3.69%. The Notes are payable monthly, and have a stated final maturity date ofNovember 19, 2050 . Concurrently, TILC purchased (i) TRL-2020's Series 2020-2 Class R-1 Secured Railcar Equipment Notes (the "Class R-1 Notes") and (ii) TRL-2020's Series 2020-2 Class R-2 Secured Railcar Equipment Notes (the "Class R-2 Notes") (the Class R-1 Notes and the Class R-2 Notes are, collectively, the "Subordinated Notes"). The Notes and the Subordinated Notes are obligations of TRL-2020 only. The Notes and the Subordinated Notes are secured by a portfolio of railcars and operating leases thereon acquired and owned by TRL-2020 (the "Railcar Portfolio") and other assets of TRL-2020. The Notes were offered and sold in a private placement solely to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), and to persons who are notU.S. persons in offers and sales that occur outsidethe United States in reliance on Regulation S under the Securities Act, pursuant to a note purchase agreement as described in the Company's Form 8-K filedOctober 23, 2020 . While the stated final maturity of the Notes isNovember 19, 2050 , cash flow from TRL-2020's assets will be applied, pursuant to the payment priorities of the Indenture, so as to amortize the Notes to achieve monthly targeted principal balances. If the cash flow assumptions used in determining the targeted balances are met, it is anticipated that the Notes will be repaid well in advance of their stated final maturity date. There can be no assurance, however, that such cash flow assumptions will be realized. In addition, the Notes may be subject to acceleration upon the occurrence of certain events of default under the Indenture, including a failure to pay interest on the Notes, and a failure of the Notes to amortize to the extent that, over time, the outstanding principal balance of the Notes was to eventually exceed the sum of the depreciated value of the Railcar Portfolio and the amounts on deposit in certain accounts of TRL-2020. The decision whether to accelerate or exercise other remedies against TRL-2020 and its assets will be under the control of holders representing a majority of the senior class of the outstanding principal balance of the Notes and, after payment in full of all of the Notes, holders representing a majority of the outstanding principal balance of the Subordinated Notes. TRL-2020 purchased the Railcar Portfolio directly from TILC and from TILC's affiliate, TRIHC 2018 LLC ("TRIHC"), andTrinity Rail Leasing Warehouse Trust ("TRLWT"). Net proceeds received from the railcars acquired in connection with the issuance of the Notes will be used to repay approximately$22.1 million of borrowings under TRLWT's secured warehouse credit facility, to redeem in full approximately$258.6 million of secured notes issued by TRIHC, and for general corporate purposes. As noted above, the Notes are solely the obligations of TRL-2020. TILC has, however, entered into certain agreements relating to the transfer of the Railcar Portfolio to TRL-2020 and the management and servicing of TRL-2020's assets. These agreements contain certain representations, undertakings and indemnities customary for asset sellers and service providers in transactions of this type. -------------------------------------------------------------------------------- Item 7.01 Regulation FD Disclosure. In theNovember 19, 2020 investor day video webcast, the Company's management discussed the outlook for its lease portfolio net investment. The Company would like to clarify that the lease portfolio net investment is included within the investing activities section of its Consolidated Statement of Cash Flows. The Company would also refer investors to the appendix included within the investor day materials, which were included as Exhibit 99.1 to the Company's Form 8-K filed onNovember 19, 2020 , for additional information regarding cash flow measures. The information in this item 7.01 is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. Additionally, the submission of this report on Form 8-K is not an admission of the materiality of any information in this report that is required to be disclosed solely by Regulation FD.
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