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     145  0 Kommentare Triton International Announces Preliminary Election Results in Connection With Acquisition by Brookfield Infrastructure

    September 27, 2023—Triton International Limited (NYSE: TRTN) (“Triton”) announced today the preliminary results of the elections made by holders of Triton common shares regarding the form of consideration they wish to receive in exchange for their Triton common shares in connection with the pending acquisition of Triton by Brookfield Infrastructure Partners L.P. (“BIP”) (NYSE: BIP, TSX: BIP.UN), through its subsidiary Brookfield Infrastructure Corporation (“BIPC”) and its institutional partners (collectively, “Brookfield Infrastructure”) (the “Merger”), which is expected to close on September 28, 2023, subject to customary closing conditions. The Merger is described (a) in the proxy statement / joint prospectus (as amended and as supplemented by Triton’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on August 17, 2023, the “Proxy Statement / Joint Prospectus”) included in the registration statement of BIPC and BIP (as amended, the “Registration Statement”), which was declared effective by the SEC on July 6, 2023, and (b) in the Agreement and Plan of Merger, dated April 11, 2023 (the “Merger Agreement”), which is attached to the Proxy Statement / Joint Prospectus as Annex A.

    As previously announced, the deadline for holders of Triton common shares to have made an election as to the form of consideration they wish to receive in connection with the Merger was 5:00 p.m. New York Time on September 26, 2023 (the “Election Deadline”).

    Based on available information as of the Election Deadline, the preliminary election results were:

    • holders of 14,569,497 Triton common shares (which includes 6,486,767 Triton common shares that remain subject to guaranteed delivery procedures), or approximately 27.27% of the outstanding common shares, elected to receive the specified mixture of both cash and shares of class A exchangeable subordinate voting shares of BIPC (“BIPC Shares”) equal to $68.50 per Triton common share in cash and the number of BIPC Shares with a value of $16.50 per Triton common share based on the BIPC Final Share Price (as defined in the Proxy Statement / Joint Prospectus), subject to the Collar as described below (the “Per Share Consideration Value”);
    • holders of 25,173,485 Triton common shares (which includes 3,056,513 Triton common shares that remain subject to guaranteed delivery procedures), or approximately 47.11% the of outstanding Triton common shares, elected to receive all-cash consideration equal in value to the Per Share Consideration Value;
    • holders of 3,129,366 Triton common shares (which includes 23,792 Triton common shares that remain subject to guaranteed delivery procedures), or approximately 5.86% of the outstanding Triton common shares, elected to receive all-BIPC Share consideration equal in value to the Per Share Consideration Value; and
    • holders of 10,560,138 Triton common shares, or approximately 19.76% of the outstanding Triton common shares, elected the no election option or failed to make a valid election by the Election Deadline.

    The election results set forth above, including the number of outstanding Triton common shares, do not take into account Triton restricted common shares, dissenting Triton common shares and certain Triton common shares that will be contributed to an affiliate of Thanos Holdings Limited by certain rollover investors, as such shares were not eligible to make elections to receive the Merger consideration. The preliminary election results are subject to a notice of guaranteed delivery procedure. The final election results may therefore differ from the preliminary election results and are not expected to be available until following the closing of the Merger.

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    Triton International Announces Preliminary Election Results in Connection With Acquisition by Brookfield Infrastructure September 27, 2023—Triton International Limited (NYSE: TRTN) (“Triton”) announced today the preliminary results of the elections made by holders of Triton common shares regarding the form of consideration they wish to receive in exchange for their …