0001660734-18-000034.txt : 20181206 0001660734-18-000034.hdr.sgml : 20181206 20181204183140 ACCESSION NUMBER: 0001660734-18-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181204 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20181205 DATE AS OF CHANGE: 20181204 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 181218168 BUSINESS ADDRESS: STREET 1: CANON'S COURT STREET 2: 22 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: (914) 697-2900 MAIL ADDRESS: STREET 1: CANON'S COURT STREET 2: 22 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 8-K 1 a8kpncloan.htm 8-K Document


 
 
  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): November 30, 2018
 
TRITON INTERNATIONAL LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
Bermuda
 
001-37827
 
98-1276572
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
Canon's Court, 22 Victoria Street Hamilton HM12, Bermuda
(Address of Principal Executive Offices, including Zip Code)
 
Telephone: (441) 294-8033
(Registrant's Telephone Number, Including Area Code)
 
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant any of the following provisions:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





Item 1.01. Entry Into a Material Definitive Agreement

On November 30, 2018, Triton Container International Limited (“TCIL”), a wholly-owned subsidiary of Triton International Limited, entered into a $1,000,000,000 Term Loan Agreement among TCIL and various lenders including PNC Bank, National Association N.A., as Administrative Agent. PNC Capital Markets LLC, ING Belgium SA/NV and MUFG Bank, Ltd., were Joint Lead Arrangers. The proceeds from the facility will be used to refinance existing term loans and reduce borrowings on existing revolving credit facilities and for general corporate purposes. The facility has a maturity date of November 30, 2023. Pricing consists of a margin over LIBOR that varies based on the rating of TCIL’s senior secured debt. TCIL’s senior debt is currently rated BBB- by Standard and Poor's resulting in an initial margin of 1.50%.The transaction documents contain customary affirmative and negative covenants, financial covenants, representations and warranties, and events of default, which are subject to various exceptions and qualifications.


Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.


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.
 
 
Triton International Limited
 
 
Date: December 4, 2018
By:
/s/ John Burns
 
Name:
John Burns
 
Title:
Chief Financial Officer