Item 8.01. Other Events.
Underwriting Agreement in Connection with Secondary Offering of Common Shares by
Selling Shareholders
On October 1, 2020, Triton International Limited (the "Company") and Vestar
Capital Partners LLC ("Vestar") and certain investment funds managed by Vestar
(the "Selling Shareholders") entered into an underwriting agreement with Goldman
Sachs & Co. LLC in connection with the offer and sale by the Selling
Shareholders of 10,706,982 common shares of the Company (the "Offering"). The
Company did not sell any common shares in the Offering and will not receive any
proceeds from the sale of the common shares by the Selling Shareholders.
Following the Offering, the Selling Shareholders will no longer own any of the
Company's common shares. The Offering is expected to close on October 5, 2020,
subject to customary closing conditions.
The offering was made pursuant to the Company's registration statement on Form
S-3 (File No. 333-248482) under the Securities Act of 1933, as amended (the
"Securities Act"), which became effective on August 28, 2020 (the "Registration
Statement"), a base prospectus, dated August 28, 2020, included as part of the
Registration Statement, and a prospectus supplement, dated October 1, 2020,
filed with the Securities and Exchange Commission pursuant to Rule 424(b) under
the Securities Act.
The foregoing description of the Underwriting Agreement is a summary and is
qualified in its entirety by reference to the terms of the Underwriting
Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and
is incorporated by reference into this Item 8.01.
The Company is filing this Current Report on Form 8-K to add the following
exhibits to the Registration Statement: (i) the Underwriting Agreement (Exhibit
No. 1.1 to this Current Report on Form 8-K) and (ii) the opinion of Appleby
(Bermuda) Limited, as counsel to the Company, regarding the validity of the
common shares and their related consent (Exhibit Nos. 5.1 and 23.1 to this
Current Report on Form 8-K).
Termination of Vestar Sponsor Shareholders Agreement
The Sponsor Shareholders Agreement by and among the Company and Vestar/Triton
Investments III, L.P. and Vestar-Triton (Gibco) Limited (the "Vestar Sponsor
Shareholders"), dated as of November 9, 2015, as amended on July 11, 2016 (the
"Vestar Sponsor Shareholders Agreement") provides that it terminates
automatically when the Vestar Sponsor Shareholders no longer beneficially own
any of the Company's common shares. Accordingly, upon the closing of the
Offering, the Vestar Sponsor Shareholders Agreement will terminate in accordance
with its terms, other than certain non-solicitation, non-competition,
confidentiality and miscellaneous provisions which survive the termination of
the Sponsor Shareholders' Agreement in accordance with their terms. A summary of
the material terms of the Vestar Sponsor Shareholders Agreement was previously
reported in the Current Report on Form 8-K filed by the Company on July 14,
2016, and such disclosure is incorporated by reference herein and is qualified
in its entirety by reference to the full text of the Vestar Sponsor Shareholders
Agreement filed as Exhibit 10.6 thereto.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibit
1.1 Underwriting Agreement dated October 1, 2020, by and between Triton
International Limited, the Selling Shareholders and Goldman Sachs &
Co. LLC.
5.1 Opinion of Appleby (Bermuda) Limited regarding the validity of the
common shares.
23.1 Consent of Appleby (Bermuda) Limited (included in Exhibit 5.1).
104 Cover Page Interactive File (the cover page tags are embedded within
the Inline XBRL document).
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