Amended Statement of Beneficial Ownership (sc 13d/a)
20 Fevereiro 2020 - 6:44PM
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. 4)*
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)
February
18, 2020
(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 72,102,416 Common Shares (as defined below) outstanding, as reported in
the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “Commission”)
on February 14, 2020.
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 72,102,416 Common
Shares outstanding, as reported in the Issuer’s Annual Report on Form 10-K filed with the Commission on February 14, 2020.
This Amendment No. 4 (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, Amendment No. 3 to the Schedule 13D filed by the Reporting Persons
on October 31, 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.
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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 supplements Item 6 of the Schedule 13D
by inserting the following immediately after the eleventh paragraph thereof:
“Credit Facility
BGL entered into (i) an uncommitted and on demand credit facility
agreement (as amended, the “Facility Agreement”), dated as of December 3, 2019, with J.P. Morgan Bank Luxembourg S.A.
(“JPMBL”), (ii) a security agreement (the “Security Agreement”), dated as of July 25, 2019, with JPMBL
and (iii) a letter agreement (the “Letter Agreement” and, together with the Facility Agreement and the Security Agreement,
the “Credit Agreement”), dated as of February 18, 2020, with JPMBL, pursuant to which, as of February 18, 2020, BGL
pledged 3,200,000 of its Common Shares as additional collateral to secure repayment of amounts outstanding under the Credit Agreement.
BGL may decide from time to time to increase or decrease the number of its Common Shares pledged as additional collateral to secure
repayment of amounts outstanding under the Credit Agreement. The amount BGL may borrow from time to time under the Credit Agreement
will depend on the cash requirements of BGL, and the maximum amount that BGL is permitted to borrow from time to time under the
Credit Agreement may not exceed the value ascribed by JPMBL (in its sole discretion) to the collateral pledged to secure repayment
of amounts outstanding under the Credit Agreement.
JPMBL may, in its discretion at any time, exercise its right to
require BGL to repay amounts outstanding under the Credit Agreement. In addition, upon the occurrence of certain events that are
customary for this type of facility, JPMBL may exercise its rights to require BGL to post additional collateral or foreclose on,
and dispose of, the pledged Common Shares and other collateral, in each case, in accordance with the Credit Agreement.”
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:
February 20, 2020
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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