Trinity Industries Enters Material Definitive Agreement

TL;DR

TRN inked a new deal, creating a financial obligation. Watch the balance sheet.

AI Summary

On May 21, 2024, Trinity Industries Inc. entered into a Material Definitive Agreement related to a financial obligation. The company, headquartered in Dallas, Texas, filed this 8-K report on June 5, 2024, detailing the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement.

Why It Matters

This filing indicates Trinity Industries has entered into a new financial commitment, which could impact its balance sheet and future financial flexibility.

Risk Assessment

Risk Level: medium — Entering into new financial obligations can introduce financial risk, depending on the terms and scale of the agreement.

Key Players & Entities

• Trinity Industries Inc. (company) — Registrant
• May 21, 2024 (date) — Date of Earliest Event Reported
• June 5, 2024 (date) — Filing Date
• Dallas, Texas (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $200.0 million — ional Notes Offering") of an additional $200.0 million aggregate principal amount of its 7.750
• $211.1 m — Date, for net proceeds of approximately $211.1 million, after deducting initial purchase
• $400.0 million — to which the Company previously issued $400.0 million aggregate principal amount of its 7.750

Filing Documents

• trn-20240521.htm (8-K) — 39KB
• exh42and43-supplementalind.htm (EX-4.2) — 30KB
• exh991-pricingprrexopen.htm (EX-99.1) — 11KB
• image_0.jpg (GRAPHIC) — 8KB
• trn-20240521_g1.jpg (GRAPHIC) — 172KB
• 0000099780-24-000114.txt ( ) — 638KB
• trn-20240521.xsd (EX-101.SCH) — 2KB
• trn-20240521_lab.xml (EX-101.LAB) — 21KB
• trn-20240521_pre.xml (EX-101.PRE) — 12KB
• trn-20240521_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Supplemental Indenture Governing Additional 7.750% Senior Notes Due 2028 On June 5, 2024 (the "Closing Date"), Trinity Industries, Inc. (the "Company" or "we") closed its previously announced offering (the "Additional Notes Offering") of an additional $200.0 million aggregate principal amount of its 7.750% Senior Notes due 2028 (the "Additional Notes"). The Additional Notes were issued at a price of 102.500% of the principal amount thereof, plus accrued interest deemed to have accrued from January 15, 2024 through, but excluding, the Closing Date, for net proceeds of approximately $211.1 million, after deducting initial purchasers' discounts and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Additional Notes Offering, together with cash on hand and borrowings under its corporate revolving credit facility (the "Revolving Credit Facility"), to (i) finance the repayment in full of its 4.550% Senior Notes due 2024 (the "2024 Notes") and (ii) pay related fees, costs, premiums and expenses in connection therewith and with the Additional Notes Offering. The Additional Notes were issued under the indenture (the "Original Indenture") dated as of June 30, 2023 by and among the Company, certain subsidiaries of the Company named as guarantors therein (the "Guarantors") and Truist Bank, as trustee, pursuant to which the Company previously issued $400.0 million aggregate principal amount of its 7.750% Senior Notes due 2028 (the "Existing Notes" and, together with the Additional Notes, the "Notes"), as supplemented by a first supplemental indenture, dated as of the Closing Date (the "Supplemental Indenture") among the Company, the Guarantors and Truist Bank, as trustee. The Additional Notes form a single series with, and have identical terms and conditions (other than the original issue date, issue price, the first interest payment date and the first date from which i

01 Other Events

Item 8.01 Other Events. Pricing of the Additional Notes Offering On May 21, 2024, the Company issued a press release announcing the pricing of the Additional Notes Offering. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein. Optional Redemption of 2024 Notes On May 24, 2024, the Company issued a notice of redemption in full of $400.0 million in aggregate principal amount of the 2024 Notes under that certain indenture, dated as of September 25, 2014, by and among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (together with its successors and assigns in such capacity, the "2024 Notes Trustee"), as supplemented by the first supplemental indenture, dated as of September 25, 2014, by and among the Company, the guarantors named therein and the 2024 Notes Trustee (the "2024 Notes Indenture"). The redemption date for the 2024 Notes will be June 25, 2024 (the "Redemption Date"). The redemption price will be calculated in accordance with the terms of the 2024 Notes Indenture and will be equal to the greater of the following amounts (i) 100% of the principal amount of the 2024 Notes to be redeemed; and (ii) the sum of the present values of the principal amount and the remaining scheduled payments of interest on the 2024 Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date in accordance with customary market practice on a semi-annual basis at a rate equal to the sum of the Treasury Rate (as defined in the 2024 Notes Indenture) plus 30 basis points, plus, in each case, accrued and unpaid interest thereon to, but not including, the Redemption Date. The foregoing does not constitute a notice of redemption for the 2024 Notes.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) - (c) Not applicable. (d) Exhibits: NO. DESCRIPTION 4.1 Indenture, dated as of June 30, 2023 by and among Trinity Industries, Inc., the guarantors party thereto and Truist Bank, as trustee (incorporated by reference to Exhibit 4.1 to the registrant's current report on Form 8-K filed on June 30, 2023). 4.2 Supplemental Indenture, dated as of June 5, 2024, by and among Trinity Industries, Inc., the guarantors party thereto and Truist Bank, as trustee. 4.3 Form of Additional 7.750% Senior Notes due 2028 (incorporated by reference to Exhibit A to Exhibit 4.2 filed herewith). 99.1 Press release issued by Trinity Industries, Inc., dated May 21, 2024. 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. June 5, 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