Item 1.01 Entry into a Material Definitive Agreement.
On October 23, 2020, Trinity Industries Leasing Company ("TILC") and Trinity
Rail Leasing 2020 LLC ("TRL-2020"), both subsidiaries of Trinity Industries,
Inc. (the "Company"), entered into an Equipment Note Purchase Agreement dated
October 23, 2020 (the "Note Purchase Agreement") with Credit Suisse Securities
(USA) LLC, Credit Agricole Securities (USA) Inc., BofA Securities, Inc. and
Wells Fargo Securities LLC (the "Initial Purchasers"). The Note Purchase
Agreement provides for the issuance and sale 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 "Class B Notes") (the Class A-1 Notes, the Class
A-2 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-1 Notes
at 1.83%, (ii) the Class A-2 Notes at 2.56%, and (iii) the Class B Notes at
3.69%. The Notes will be payable monthly, and will have a stated final maturity
date of November 19, 2050. The Initial Purchasers are expected to resell the
Notes pursuant to Rule 144A of the Securities Act of 1933 and Regulation S
thereunder.
The Note Purchase Agreement also contemplates the concurrent purchase by TILC of
(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 will be secured by (among other things)
approximately 5,727 railcars and operating leases thereon, which TRL-2020 is
purchasing from TILC and from TILC's affiliates, TRIHC 2018 LLC and Trinity Rail
Leasing Warehouse Leasing Trust. The Note Purchase Agreement contains customary
representations, warranties, covenants and closing conditions for a transaction
of this type. The Note Purchase Agreement also contains customary provisions
pursuant to which TILC and TRL-2020 agree to hold harmless and indemnify the
Initial Purchasers against damages under certain circumstances, which are
customary for a transaction of this type.
The issuance and sale of the Notes and the Subordinated 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 November 19,
2020.
The Notes and the Subordinated 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, the Subordinated
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 and
the Subordinated 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 and Subordinated 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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