Amended Statement of Beneficial Ownership (sc 13d/a)
31 Outubro 2019 - 5:50PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under
the Securities Exchange Act of 1934
(Amendment No. 3)*
Triton
International Limited
(Name
of Issuer)
Common
Shares, par value $0.01 per share
(Title
of Class of Securities)
G9078F107
(CUSIP
Number)
Srikanth
Balachandran
Bharti
Global Limited
53/54
Grosvenor Street
London,
United Kingdom, W1K 3HU
Telephone:
+44 (0) 203 9949 650
with
a copy to:
Jeffrey
D. Karpf
Neil
R. Markel
Cleary
Gottlieb Steen & Hamilton LLP
One
Liberty Plaza
New
York, New York 10006
Telephone:
(212) 225-2000
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October
29, 2019
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior
cover page.
The
information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE
13D
1
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Names
Of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities Only)
Bharti
Global Limited
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2
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Check
The Appropriate Box If A Member Of A Group
(a)
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(b)
☒
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3
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SEC
Use Only
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4
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Source
Of Funds
OO
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5
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Check
Box If Disclosure Of Legal Proceedings Is Required Pursuant To Item 2(d) or 2(e) ☐
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6
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Citizenship
Or Place Of Organization
Jersey,
Channel Islands
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Number
Of
Shares
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7
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Sole
Voting Power
-0-
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Beneficially
Owned
By
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8
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Shared
Voting Power
8,280,590
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Each
Reporting
Person
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9
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Sole
Dispositive Power
-0-
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With
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10
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Shared
Dispositive Power
8,280,590
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11
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Aggregate
Amount Beneficially Owned By Each Reporting Person
8,280,590
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12
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Check
Box If The Aggregate Amount In Row (11) Excludes Certain Shares ☐
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13
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Percent
Of Class Represented By Amount In Row (11)
11.5%*
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14
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Type
Of Reporting Person
CO
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*
The calculation assumes that there are a total of 72,236,507 Common Shares (as defined below) outstanding, as reported in the
Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”)
on October 25, 2019.
SCHEDULE
13D
1
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Names
Of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities Only)
Bharti
Overseas Private Limited
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2
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Check
The Appropriate Box If A Member Of A Group
(a)
☐
(b)
☒
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3
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SEC
Use Only
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4
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Source
Of Funds
OO
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5
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Check
Box If Disclosure Of Legal Proceedings Is Required Pursuant To Item 2(d) or 2(e) ☐
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6
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Citizenship
Or Place Of Organization
Delhi,
India
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Number
Of
Shares
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7
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Sole
Voting Power
-0-
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Beneficially
Owned
By
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8
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Shared
Voting Power
8,280,590
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Each
Reporting
Person
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9
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Sole
Dispositive Power
-0-
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With
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10
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Shared
Dispositive Power
8,280,590
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11
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Aggregate
Amount Beneficially Owned By Each Reporting Person
8,280,590
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12
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Check
Box If The Aggregate Amount In Row (11) Excludes Certain Shares ☐
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13
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Percent
Of Class Represented By Amount In Row (11)
11.5%*
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14
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Type
Of Reporting Person
CO
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*
The calculation assumes that there are a total of 72,236,507 Common Shares outstanding, as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Commission on October 25, 2019.
This
Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on February
27, 2017 (the “Original Schedule 13D” and, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed
by the Reporting Persons on September 8, 2017, Amendment No. 2 to the Schedule 13D filed by the Reporting Persons on October 18,
2019 and this Amendment, this “Schedule 13D”) with respect to the Common Shares of the Issuer. Capitalized terms used
in this Amendment and not otherwise defined herein shall have the same meanings ascribed to them in the Original Schedule 13D.
Item
4.
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Purpose
of Transaction.
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This
Amendment amends and restates Item 4 of the Schedule 13D in its entirety as set forth below.
“The
information set forth in Items 3 and 6 hereof is hereby incorporated by reference into this Item 4.
The
Reporting Persons beneficially own the Common Shares as an investment. The Reporting Persons from time to time may decide to increase
or decrease their investment in the Issuer through transfers of Common Shares in open market or private transactions or otherwise,
as well as engage in transactions to pledge or use as collateral for one or more loans or credit facilities the Common Shares
owned by the Reporting Persons. The timing and amount of Common Shares involved in any such increase, decrease or other transaction
may depend upon the price and trading volume of the Common Shares, subsequent developments affecting the Issuer, the Issuer’s
business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and
economic conditions, tax considerations and other factors the Reporting Persons consider relevant.
Except
as set forth in this Statement, the Reporting Persons and, to the best knowledge of the Reporting Persons, any of the individuals
listed in Schedule I, have no present plans or proposals which would result in any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D; provided, that, the Reporting Persons may, at any time, review or reconsider their position with
respect to the Issuer and reserve the right to develop such plans or proposals.”
Item
5.
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Interests
in Securities of the Issuer.
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This
Amendment amends and restates Item 5 of the Schedule 13D in its entirety as set forth below.
“The
information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement and the information set forth or incorporated
in Items 2, 4 and 6 is incorporated by reference in its entirety into this Item 5.
(a) and
(b).
The
following disclosure assumes that there is a total of 72,236,507 Common Shares outstanding, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the Commission on October 25, 2019.
Pursuant
to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own, in the aggregate, 8,280,590 Common Shares,
which constitutes approximately 11.5% of the outstanding Common Shares.
Except
as set forth in this Statement, to the knowledge of the Reporting Persons, none of the persons named in Schedule I beneficially
owns any Common Shares.
Pursuant
to Rule 13d-4 of the Act, BOPL herein states that this Schedule 13D shall not be deemed an admission that it is the beneficial
owner of any of the Common Shares of the Issuer reported in this Schedule 13D. BOPL disclaims beneficial ownership of the Common
Shares of the Issuer, except to the extent of its pecuniary interest in such Common Shares.
(c)
Except as set forth in this Statement, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, none
of the persons named in Schedule I, has engaged in any transaction during the past 60 days in any Common Shares.
(d)
To
the best knowledge of the Reporting Persons, and other than as described herein, no one other than the Reporting Persons, or the
partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, Common Shares reported herein as beneficially owned by the Reporting Persons.
(e)
Not applicable.”
Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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This
Amendment amends and restates the tenth paragraph of Item 6 of the Schedule 13D in its entirety as set forth below.
“Termination
Agreement
On
October 29, 2019, BGL entered into a termination agreement (the “Termination Agreement”) with the Issuer providing
for the termination of the Shareholders Agreement. The Termination Agreement provides for the termination of the Shareholders
Agreement and all of the rights and obligations of the parties thereto, other than certain non-solicitation, non-competition,
confidentiality and miscellaneous provisions which survive the Shareholders Agreement in accordance with their terms. The Shareholders
Agreement and all of the rights and obligations of the Warburg Pincus Entities party thereto, other than certain non-solicitation,
non-competition, confidentiality and miscellaneous provisions, terminated in accordance with their terms as to those Warburg Pincus
Entities on March 19, 2019 in connection with the sale of all common shares of the Company held by such Warburg Pincus Entities.
The
foregoing description of the terms of the Shareholders Agreement, the Lock-Up Agreement and the Termination Agreement are not
intended to be complete and are qualified in their entirety by reference to the full text of the Shareholders Agreement, which
is filed as Exhibit C and incorporated herein by reference, the form of the Lock-Up Agreement, which is filed as Exhibit D and
incorporated herein by reference, and the full text of the Termination Agreement, which is filed as Exhibit E and incorporated
herein by reference.”
Item
7.
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Material
to be Filed as Exhibits.
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This
Amendment amends and restates Item 7 of the Schedule 13D in its entirety as set forth below.
“Exhibit
A
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Joint
Filing Agreement, by and between the Reporting Persons, dated as of February 27, 2017.
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Exhibit B
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Joinder Agreement
to the Sponsor Shareholders Agreement (Warburg Pincus), by and between BGL and the Issuer, dated as of December 20, 2016.
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Exhibit C
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Sponsor Shareholders
Agreement (Warburg Pincus), by and among the Issuer and the shareholders party thereto, dated as of November 9, 2015 (as amended
by Amendment No. 1 to the Sponsor Shareholders Agreement (Warburg Pincus), dated as of July 11, 2016).
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Exhibit
D
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Form
of Lock-Up Agreement, dated as of September 5, 2017.
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Exhibit
E
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Termination
Agreement, by and between the Issuer and BGL, dated as of October 29, 2019 (filed herewith).”
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement
is true, complete and correct.
Dated:
October 31, 2019
BHARTI GLOBAL LIMITED
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By:
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/s/ Srikanth Balachandran
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Name:
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Srikanth Balachandran
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Title:
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Authorized Signatory
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BHARTI OVERSEAS PRIVATE LIMITED
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By:
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/s/ Puneet Tandon
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Name:
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Puneet Tandon
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Title:
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Authorized Signatory
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