Trinity Industries Files 8-K: Material Agreement & Shareholder Vote

TL;DR

TRN filed an 8-K: new deal, shareholder vote, and financials out.

AI Summary

On May 20, 2024, Trinity Industries Inc. entered into a material definitive agreement related to its business. The company also submitted matters to a vote of its security holders and filed financial statements and exhibits as part of this 8-K filing.

Why It Matters

This filing indicates significant corporate actions, including a new material agreement and shareholder decisions, which could impact the company's future operations and stock performance.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting routine corporate events and does not disclose immediate negative financial or operational news.

Key Players & Entities

• Trinity Industries Inc. (company) — Registrant
• May 20, 2024 (date) — Date of Earliest Event Reported

FAQ

Key Financial Figures

• $432,430,000 — ale of an aggregate principal amount of $432,430,000 of TRL-2021's Series 2024-1 Class A Gre

Filing Documents

• trn-20240520.htm (8-K) — 54KB
• exh101-trl2021xseries2024x.htm (EX-10.1) — 216KB
• trn-20240520_g1.jpg (GRAPHIC) — 172KB
• 0000099780-24-000105.txt ( ) — 852KB
• trn-20240520.xsd (EX-101.SCH) — 2KB
• trn-20240520_lab.xml (EX-101.LAB) — 21KB
• trn-20240520_pre.xml (EX-101.PRE) — 12KB
• trn-20240520_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On May 22, 2024, Trinity Industries Leasing Company ("TILC") and Trinity Rail Leasing 2021 LLC ("TRL-2021"), both subsidiaries of Trinity Industries, Inc. (the "Company"), entered into a Note Purchase Agreement (the "Note Purchase Agreement") with Wells Fargo Securities LLC, ATLAS SP Securities, a division of Apollo Global Securities, LLC, BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Citizens JMP Securities, LLC, PNC Capital Markets LLC, and Regions Securities LLC (the "Initial Purchasers"). The Note Purchase Agreement provides for the issuance and sale of an aggregate principal amount of $432,430,000 of TRL-2021's Series 2024-1 Class A Green Secured Railcar Equipment Notes (the "Notes") to the Initial Purchasers. The Notes will bear interest at a fixed rate of 5.78%, will be payable monthly, and will have a stated final maturity date of May 19, 2054. The Initial Purchasers are expected to resell the Notes pursuant to Rule 144A of the Securities Act of 1933 and Regulation S thereunder. The Notes will be secured by (among other things) approximately 12,746 railcars and operating leases thereon, which TRL-2021 is purchasing or has previously purchased from TILC and from TILC's affiliates, Trinity Rail Leasing Warehouse Trust and Trinity Rail Leasing VII LLC. 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-2021 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 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 May 30, 2024. The Company can give no assurance that the trans

Forward-Looking Statements

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. 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. 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 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 for

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders On May 20, 2024, the Company held its 2024 Annual Meeting of Stockholders at which the Company's stockholders voted on the following three proposals, and cast their votes as described below. Proposal 1 – Election of Directors The stockholders elected eight (8) directors for a one-year term, as follows: Nominee For Against Abstain Broker Non-Votes William P. Ainsworth 68,663,310 257,760 53,012 7,490,442 Robert C. Biesterfeld Jr. 68,693,019 209,806 71,257 7,490,442 John J. Diez 68,464,908 439,692 69,482 7,490,442 Leldon E. Echols 67,579,182 1,323,717 71,183 7,490,442 Veena M. Lakkundi 68,638,683 267,634 67,765 7,490,442 S. Todd Maclin 68,676,202 226,560 71,320 7,490,442 E. Jean Savage 68,476,890 436,566 60,626 7,490,442 Dunia A. Shive 68,289,876 614,383 69,823 7,490,442 Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the proxy statement dated April 9, 2024, including the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion related thereto, by the following vote: For Against Abstentions Broker Non-Votes 67,472,476 1,344,733 156,873 7,490,442 Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024, by the following vote: For Against Abstentions 75,602,951 765,273 96,300

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) - (c) Not applicable. (d) Exhibits: NO. DESCRIPTION 10.1 Note Purchase Agreement dated May 22, 2024, among Trinity Industries Leasing Company, Trinity Rail Leasing 2021 LLC, Wells Fargo Securities LLC, ATLAS SP Securities, a division of Apollo Global Securities, LLC, BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Citizens JMP Securities, LLC, PNC Capital Markets LLC, and Regions Securities LLC. 101.SCH Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith). 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith). 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith). 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Trinity Industries, Inc. May 23, 2024 By: /s/ Eric R. Marchetto Name: Eric R. Marchetto Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR