Underwriting Agreement in Connection with Secondary Offering of Common Shares by Selling Shareholders
On October 1, 2020, Triton International Limited (the “Company”) and Vestar Capital Partners LLC (“Vestar”) and certain investment funds managed by Vestar (the “Selling Shareholders”) entered into an underwriting agreement with Goldman Sachs & Co. LLC in connection with the offer and sale by the Selling Shareholders of 10,706,982 common shares of the Company (the “Offering”). The Company did not sell any common shares in the Offering and will not receive any proceeds from the sale of the common shares by the Selling Shareholders. Following the Offering, the Selling Shareholders will no longer own any of the Company’s common shares. The Offering is expected to close on October 5, 2020, subject to customary closing conditions.
The offering was made pursuant to the Company’s registration statement on Form S-3 (File No. 333-248482) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on August 28, 2020 (the “Registration Statement”), a base prospectus, dated August 28, 2020, included as part of the Registration Statement, and a prospectus supplement, dated October 1, 2020, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act.
The foregoing description of the Underwriting Agreement is a summary and is qualified in its entirety by reference to the terms of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
The Company is filing this Current Report on Form 8-K to add the following exhibits to the Registration Statement: (i) the Underwriting Agreement (Exhibit No. 1.1 to this Current Report on Form 8-K) and (ii) the opinion of Appleby (Bermuda) Limited, as counsel to the Company, regarding the validity of the common shares and their related consent (Exhibit Nos. 5.1 and 23.1 to this Current Report on Form 8-K).
Termination of Vestar Sponsor Shareholders Agreement
The Sponsor Shareholders Agreement by and among the Company and Vestar/Triton Investments III, L.P. and Vestar-Triton (Gibco) Limited (the “Vestar Sponsor Shareholders”), dated as of November 9, 2015, as amended on July 11, 2016 (the “Vestar Sponsor Shareholders Agreement”) provides that it terminates automatically when the Vestar Sponsor Shareholders no longer beneficially own any of the Company’s common shares. Accordingly, upon the closing of the Offering, the Vestar Sponsor Shareholders Agreement will terminate in accordance with its terms, other than certain non-solicitation, non-competition, confidentiality and miscellaneous provisions which survive the termination of the Sponsor Shareholders’ Agreement in accordance with their terms. A summary of the material terms of the Vestar Sponsor Shareholders Agreement was previously reported in the Current Report on Form 8-K filed by the Company on July 14, 2016, and such disclosure is incorporated by reference herein and is qualified in its entirety by reference to the full text of the Vestar Sponsor Shareholders Agreement filed as Exhibit 10.6 thereto.