0000903423-16-001146.txt : 20160712 0000903423-16-001146.hdr.sgml : 20160712 20160712200756 ACCESSION NUMBER: 0000903423-16-001146 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160712 FILED AS OF DATE: 20160712 DATE AS OF CHANGE: 20160712 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Triton International Ltd CENTRAL INDEX KEY: 0001660734 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 981276572 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: CANON'S COURT STREET 2: 22 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 1 (441) 295-2287 MAIL ADDRESS: STREET 1: CANON'S COURT STREET 2: 22 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vestar-Triton (Gibco) Ltd CENTRAL INDEX KEY: 0001679305 STATE OF INCORPORATION: J1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 161764796 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vestar/Triton Investments III, L.P. CENTRAL INDEX KEY: 0001679360 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 161764797 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Triton-Vestar Luxco S.a.r.L CENTRAL INDEX KEY: 0001679374 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 161764799 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VESTAR MANAGERS V LTD. CENTRAL INDEX KEY: 0001416152 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 161764801 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VESTAR ASSOCIATES V, L.P. CENTRAL INDEX KEY: 0001416153 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 161764802 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vestar Capital Partners V L P CENTRAL INDEX KEY: 0001331338 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 161764803 BUSINESS ADDRESS: STREET 1: 245 PARK AVE 41ST FL CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVE 41ST FL CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vestar/Triton Investments Holdings L.P. CENTRAL INDEX KEY: 0001679376 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 161764798 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCONNELL DANIEL S CENTRAL INDEX KEY: 0001263034 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 161764800 MAIL ADDRESS: STREET 1: C/O VESTAR CAPITAL PARTNERS STREET 2: 245 PARK AVE 41ST FL CITY: NEW YORK STATE: NY ZIP: 10167 3 1 vestar3.xml OWNERSHIP DOCUMENT X0206 3 2016-07-12 0 0001660734 Triton International Ltd TRTN 0001679360 Vestar/Triton Investments III, L.P. C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 1 0 1 0 0001679305 Vestar-Triton (Gibco) Ltd C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 1 0 1 0 0001679374 Triton-Vestar Luxco S.a.r.L C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 1 0 1 0 0001679376 Vestar/Triton Investments Holdings L.P. C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 1 0 1 0 0001331338 Vestar Capital Partners V L P C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 1 0 1 0 0001416153 VESTAR ASSOCIATES V, L.P. C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 1 0 1 0 0001416152 VESTAR MANAGERS V LTD. C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 1 0 1 0 0001263034 OCONNELL DANIEL S C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 1 0 1 0 Common Shares 10680525 D On July 12, 2016, TAL International Group, Inc., a Delaware corporation ("TAL"), Triton International Limited, a Bermuda exempted company (the "Issuer"), Triton Container International Limited, a Bermuda exempted company ("Triton"), Ocean Delaware Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Issuer ("Delaware Merger Sub"), and Ocean Bermuda Sub Limited, a Bermuda exempted company and direct wholly owned subsidiary of the Issuer ("Bermuda Merger Sub"), completed the transactions contemplated by the Transaction Agreement, dated as of November 9, 2015, by and among TAL, the Issuer, Triton, Delaware Merger Sub and Bermuda Merger Sub. Shareholders of the Issuer include: (i) Vestar/Triton Investments III, L.P. ("Vestar Investments") and (ii) Vestar-Triton (Gibco) Limited ("Vestar Gibco", and together with Vestar Investments, the "Vestar Shareholders"). Triton-Vestar Luxco S.a.r.L. ("Luxco") is the sole member of Vestar Gibco. Vestar/Triton Investments Holdings L.P. ("Vestar/Triton Holdings") is the sole member of Luxco. Vestar Capital Partners V, L.P. ("Vestar Capital V") is the general partner of Vestar/Triton Holdings. Vestar Associates V, L.P. ("Vestar Associates V") is the general partner of Vestar Capital V. Vestar Managers V Ltd. ("VMV") is the general partner of both Vestar Associates V and Vestar Investments and has voting and investment power over the securities held or controlled by each of Vestar Investments and Vestar Gibco. Daniel S. O'Connell (together with Vestar Investments, Vestar Gibco, Luxco, Vestar/Triton Holdings, Vestar Capital V, Vestar Associates V and VMV, the "Vestar Reporting Persons") is the sole director of VMV and as a result he may be deemed to share beneficial ownership of the securities held directly by the aforementioned Vestar entities. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Vestar Reporting Persons, other than the Vestar Shareholders, herein states that this Form 3 shall not be deemed an admission that it or he is the beneficial owner of any of the Common Shares of the Issuer reported in this Form 3. Each of Luxco, Vestar/Triton Holdings, Vestar Capital V, Vestar Associates V, VMV and Mr. O'Connell disclaims beneficial ownership of the Common Shares of the Issuer, except to the extent of its or his pecuniary interest in such Common Shares. Information with respect to each of the Vestar Reporting Persons is given solely by such Vestar Reporting Persons, respectively, and none of the Vestar Reporting Persons has responsibility for the accuracy or completeness of information supplied by another of the Vestar Reporting Persons, respectively. Solely for the purposes of Section 16 of the Exchange Act, each of Vestar Investments, Vestar Gibco, Luxco, Vestar/Triton Holdings, Vestar Capital V, Vestar Associates V and VMV may be deemed a director-by-deputization by virtue of their contractual right to appoint a director to the board of directors of the Issuer, pursuant to that certain Sponsor Shareholders Agreement (Vestar), by and among the Issuer and the shareholders party thereto, dated as of November 9, 2015, as amended. (7) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Exhibit List Exhibit 24 - Powers of Attorney s/ STEVEN DELLA ROCCA, Attorney-in-fact, Vestar/Triton Investments III, L.P. (7) 2016-07-12 s/ STEVEN DELLA ROCCA, Attorney-in-fact, Vestar-Triton (Gibco) Limited (7) 2016-07-12 s/ STEVEN DELLA ROCCA, Attorney-in-fact, Triton-Vestar Luxco S.a.r.L. (7) 2016-07-12 s/ STEVEN DELLA ROCCA, Attorney-in-fact, Vestar/Triton Investments Holdings L.P. (7) 2016-07-12 s/ STEVEN DELLA ROCCA, Attorney-in-fact, Vestar Capital Partners V, L.P. (7) 2016-07-12 s/ STEVEN DELLA ROCCA, Attorney-in-fact, Vestar Associates V, L.P. (7) 2016-07-12 s/ STEVEN DELLA ROCCA, Attorney-in-fact, Vestar Managers V Ltd. (7) 2016-07-12 s/ STEVEN DELLA ROCCA, Attorney-in-fact, Daniel S. O'Connell (7) 2016-07-12 EX-24 2 ex24.htm POWER OF ATTORNEY

Exhibit 24

POWER OF ATTORNEY

July 12, 2016

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S. O’Connell, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Shares of Triton International Limited (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.