Triton International Announces Preliminary Election Results in Connection With Acquisition by Brookfield Infrastructure - Seite 2

The Per Share Consideration Value will be determined based on the volume-weighted average sales price per BIPC Share on the New York Stock Exchange (“NYSE”) over the ten consecutive trading days ending on the second trading day immediately prior to the date of the closing of the Merger. If the BIPC Final Share Price is greater than or equal to $42.36 but less than or equal to $49.23 (the “Collar”), holders of Triton common shares will receive a number of BIPC Shares between 0.3352 and 0.3895 per common share equal to $16.50 in value. Holders of Triton common shares will receive 0.3895 BIPC Shares per Triton common share as a portion of the Per Share Consideration Value if the BIPC Final Share Price is below $42.36, and 0.3352 BIPC Shares per Triton common share if the BIPC Final Share Price is above $49.23. Based on the anticipated closing date of September 28, 2023, the BIPC Final Share Price as of the close of trading on September 26, 2023 would be $37.64, and the Per Share Consideration Value would be $68.50 in cash and 0.3895 BIPC Shares.

After the final election results are determined, the allocation of the consideration in the Merger will be calculated using the formulas set forth in the Merger Agreement.

Following the closing of the Merger, Triton common shares will be delisted from the NYSE, deregistered under the U.S. Exchange Act and will cease to be publicly traded.

Triton preference shares issued and outstanding immediately prior to the Merger closing will remain outstanding as an obligation of Triton and remain entitled to the same dividends and other preferences and privileges as prior to the closing of the Merger. Triton expects that its preference shares will continue to be listed on the NYSE following the closing of the Merger.

Expected Trading of Triton Common Shares

The last day of trading for Triton common shares (Ticker Symbol: TRTN; ISIN code: BMG9078F1077; CUSIP: G9078F107) is expected to be September 27, 2023, subject to the Merger closing as anticipated on September 28, 2023.

About Triton International Limited

Triton is the world’s largest lessor of intermodal freight containers. With a container fleet of over 7 million twenty-foot equivalent units, Triton’s global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements.” Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that could cause actual results to differ materially include the following: risks related to the satisfaction or waiver of the conditions to closing the proposed acquisition in the anticipated timeframe or at all, including the possibility that the proposed acquisition does not close; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including circumstances requiring Triton to pay a termination fee; the possibility that competing offers are made; risks related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized within the expected time period; disruption from the transaction making it more difficult to maintain business and operational relationships; continued availability of capital and financing and rating agency actions; disruptions in the financial markets; certain restrictions during the pendency of the transaction that may impact Triton’s ability to pursue certain business opportunities or strategic transactions; risks related to diverting management’s attention from Triton’s ongoing business operation; negative effects of this announcement or the consummation of the proposed acquisition on the market price of Triton common shares or BIPC Shares and/or operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition, other business effects and uncertainties, including the effects of industry, market, business, economic, political or regulatory conditions; decreases in the demand for leased containers; decreases in market leasing rates for containers; difficulties in re-leasing containers after their initial fixed-term leases; customers’ decisions to buy rather than lease containers; increases in the cost of repairing and storing Triton’s off-hire containers; Triton’s dependence on a limited number of customers and suppliers; customer defaults; decreases in the selling prices of used containers; the impact of future global pandemics on Triton’s business and financial results; risks resulting from the political and economic policies of the United States and other countries, particularly China, including, but not limited to, the impact of trade wars, duties, tariffs or geo-political conflict; risks stemming from the international nature of Triton’s business, including global and regional economic conditions, including inflation and attempts to control inflation, and geopolitical risks such as the ongoing war in Ukraine; extensive competition in the container leasing industry and developments thereto; decreases in demand for international trade; disruption to Triton’s operations from failures of, or attacks on, Triton’s information technology systems; disruption to Triton’s operations as a result of natural disasters; compliance with laws and regulations related to economic and trade sanctions, security, anti-terrorism, environmental protection and anti-corruption; the availability and cost of capital; restrictions imposed by the terms of Triton’s debt agreements; and changes in tax laws in Bermuda, the United States and other countries.