0001660734-23-000114.txt : 20231002 0001660734-23-000114.hdr.sgml : 20231002 20231002095627 ACCESSION NUMBER: 0001660734-23-000114 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230928 FILED AS OF DATE: 20231002 DATE AS OF CHANGE: 20231002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pearl Michael S CENTRAL INDEX KEY: 0001960790 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37827 FILM NUMBER: 231298186 MAIL ADDRESS: STREET 1: C/O TRITON INTERNATIONAL LIMITED STREET 2: 100 MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 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: VICTORIA PLACE, 5TH FLOOR STREET 2: 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 10 BUSINESS PHONE: (914) 697-2900 MAIL ADDRESS: STREET 1: VICTORIA PLACE, 5TH FLOOR STREET 2: 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 10 4 1 wk-form4_1696254978.xml FORM 4 X0508 4 2023-09-28 0 0001660734 Triton International Ltd TRTN 0001960790 Pearl Michael S C/O TRITON CONTAINER INTERNATIONAL, INC 100 MANHATTANVILLE ROAD PURCHASE NY 10577 0 1 0 0 SVP and CFO 0 Common Shares 2023-09-28 4 J 0 2250 D 18716 D Common Shares 2023-09-28 4 D 0 18716 D 0 D On September 28, 2023, the reporting person entered into a Rollover and Sale Agreement and related documents with Thanos Sidecar III L.P. (the "Partnership"), a limited partnership formed in connection with the Merger (as defined below) (the "Rollover Agreement"). Pursuant to the terms of the Rollover Agreement, immediately prior to the Merger on September 28, 2023, the reporting person contributed 2,250 of his Common Shares to the Partnership in exchange for limited partnership interests in the Partnership in order to retain an indirect equity investment in the Issuer following the Merger. Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated as of April 11, 2023 (the "Merger Agreement"), by and among the Issuer, Brookfield Infrastructure Corporation ("BIPC"), Thanos Holdings Limited ("Parent") and Thanos MergerSub Limited ("Merger Sub"), pursuant to which, at 8:00 a.m. EST on September 28, 2023, the effective time of the Merger (the "Effective Time"), among other things, Merger Sub merged with and into the Issuer, with the Issuer continuing as a subsidiary of Parent (the "Merger"). Includes 18,477 restricted Common Shares subject to time-based and performance-based vesting requirements, which figure assumes attainment of the maximum level of performance under the applicable award agreement in accordance with the vesting mechanics set forth in the Merger Agreement and as described in footnotes 4 and 5 to this Form 4. Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding Common Share (other than Excluded Shares (as defined in the Merger Agreement)) was cancelled and converted automatically into, at the election of the shareholder as provided in and subject to Section 3.2 of the Merger Agreement, the right to receive either (i) the specified mixture of both cash and shares of class A exchangeable subordinate voting shares of BIPC ("BIPC Shares") equal to $68.50 per Common Share in cash and 0.3895 BIPC Shares, (ii) $83.16, or (iii) 2.21 BIPC Shares. No fractional BIPC shares were issued in connection with the Merger and the holders of Common Shares received cash in lieu of any fractional BIPC Shares resulting from the Merger. Each award of restricted Common Shares that was outstanding immediately prior to the Effective Time was automatically and without any required action on the part of the shareholder, converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (a) the number of restricted Common Shares subject to such award (with respect to any performance-based vesting requirements, assuming attainment of the maximum level of performance under the applicable award agreement) immediately prior to the Effective Time, by (b) $83.16, plus any unpaid cash in respect of dividends accrued prior to the Effective Time with respect to such restricted Common Shares (after giving effect to the maximum level of performance), less applicable taxes required to be withheld. (Continued on footnote 5 of this Form 4) (Continued from footnote 4 to this Form 4) Subject to the applicable holder's continued service with Parent and its affiliates (including the Issuer and its subsidiaries), such contingent right to receive cash shall vest and become payable upon the earlier to occur of: (a) the satisfaction of the vesting conditions (including any vesting acceleration provisions) that applied to the corresponding portion of the applicable unvested restricted Common Shares immediately prior to the Effective Time, or (b) the twelve month anniversary of the Effective Time. /s/Carla Heiss as attorney-in-fact for Michael S. Pearl 2023-10-02