Board Members Bring Diverse Expertise and
Leadership Experience to Future Board
Directors to Begin Service Upon Completion of
Separation in the Fourth Quarter of 2018
Trinity Industries, Inc. (NYSE: TRN) (“Trinity”) today announced
the composition of the Board of Directors of Arcosa, Inc.
(“Arcosa”), the new independent publicly-traded company to be
formed by the planned spin-off of Trinity’s infrastructure-related
businesses. Today, Trinity separately announced the composition of
its future Trinity Board of Directors.
To ensure continuity and retention of valuable experience, at
the time of the spin-off, each company’s board will include five
members of the current Trinity Board of Directors, with no
overlapping directors. Each of the five current Trinity directors
who will join the Arcosa board will resign from the Trinity board
on completion of the spin-off. In addition, new directors will be
added to each of the Trinity and Arcosa boards, effective on
completion of the spin-off. These directors were chosen after a
comprehensive review of professional qualifications as they relate
to the specific needs of the two new companies. The spin-off
remains on track for completion in the fourth quarter.
The new Arcosa Board of Directors will consist of nine
directors, eight of whom will be considered independent:
- Rhys Best, Current Director of
Trinity, Non-Executive Chairman of MRC Global, Inc., and
Non-Executive Chairman of Arcosa, Inc.
- Antonio Carrillo, Current
Director of Trinity and future President and Chief Executive
Officer of Arcosa, Inc.
- Joe Alvarado, Former Chairman
and Chief Executive Officer of Commercial Metals Company.
- David Biegler, Current Director
of Trinity and Chairman, President and Chief Executive Officer of
Southcross Energy Partners GP, LLC.
- Jay Craig, Chief Executive
Officer and President of Meritor, Inc.
- Ronald Gafford, Current Director
of Trinity and former President and Chief Executive Officer of
Austin Industries, Inc.
- John Lindsay, President and
Chief Executive Officer of Helmerich & Payne, Inc.
- Douglas Rock, Current Director
of Trinity and former Chairman of Smith International, Inc.
- Melanie Trent, Former Executive
Vice President, General Counsel and Chief Administrative Officer of
Rowan Companies plc.
“I am pleased to announce this highly qualified and experienced
Board of Directors,” said Rhys Best, current Director of Trinity
and Non-Executive Chairman of the Board of Directors for Arcosa.
“We look forward to working closely together along with the
executive team to build shareholder value by meeting critical
infrastructure needs. Arcosa has tremendous opportunities ahead as
a standalone company, and the diverse set of skills and experience
represented by our directors will be invaluable as we work towards
achieving the company’s strategic goals.”
Arcosa is expected to be a growth-oriented manufacturer of
infrastructure-related products for construction, energy, and
transportation markets. With $1.5 billion in 2017 revenues and $132
million in 2017 operating profit, Arcosa plans to leverage its
established platforms of businesses to capitalize on economic
expansion and infrastructure spending, which present compelling
strategic opportunities. The new company, with a solid liquidity
position, is expected to have the financial flexibility to pursue
organic investments and acquisitions. Arcosa will have a leadership
team with a track record of growth and the proven ability to
operate efficiently in cyclical markets.
For more information on the previously announced separation of
Arcosa and Trinity, please visit www.trin.net/trinity-spin-off.
The following are brief biographies of those individuals
newly appointed who will serve on the future Board of Directors of
Arcosa. Biographies for current directors serving on the
Board can be found on the website at
http://www.trin.net/senior-management-and-directors:
About Joe AlvaradoJoe Alvarado is the
retired Chairman and CEO of Commercial Metals Company (“CMC”). Mr.
Alvarado joined CMC in April 2010, and prior to serving as Chairman
from 2013 to 2018 and CEO from 2011 to 2017 he held the position of
Executive Vice President and Chief Operating Officer. Prior to his
tenure at CMC, Mr. Alvarado served as President, U.S. Steel Tubular
Products for U.S. Steel after the completed acquisition of Lone
Star Technologies, Inc. where he had served as President and Chief
Operating Officer from 2004 to 2007. Prior to this, Mr. Alvarado
served as a Vice President for Ispat North America Inc. (now
Arcelor Mittal) in 1998 and as an Executive Vice President at
Birmingham Steel Company in 1997. Mr. Alvarado began his career at
Inland Steel Company in 1976, and in 1988 he was appointed Vice
President and General Manager, Sales and Marketing for Inland Bar
Company and was made President in 1995. Mr. Alvarado currently
serves as a director of Trinseo and Kennametal, Inc. and he is a
former director of Spectra Energy. He has also served on the board
of directors of various industry trade associations and community
organizations.
About Jay CraigJay Craig has served as
Chief Executive Officer and President of Meritor, Inc. since April
2015. Prior to this, Mr. Craig was President and Chief Operating
Officer, with oversight of Meritor’s business segments – Commercial
Truck & Industrial and Aftermarket & Trailer. He has been a
member of the Meritor Board of Directors since April 2015. Prior to
taking on the role of President and COO, Mr. Craig was Senior Vice
President and President of Meritor’s Commercial Truck &
Industrial segment. He served as Senior Vice President and Chief
Financial Officer at Meritor from 2009 to 2013 and has held various
leadership positions at the company since 2006. Before joining
Meritor, Mr. Craig served as President and CEO of General Motors
Acceptance Corp.’s (“GMAC”) Commercial Finance organization from
2001 to 2006. Prior to that, Mr. Craig was President and CEO of
GMAC’s Business Credit division from 1999 until 2001. He joined
GMAC as a general auditor in 1997 from Deloitte & Touche, where
he served as an audit partner. He is chairman of the Board of
Directors, Focus: HOPE; a member of the Board of Directors, Heavy
Duty Manufacturers Association; and a member of the Dean's Advisory
Board at Michigan State University's Broad College of Business.
About John LindsayJohn Lindsay has
served as Chief Executive Officer of Helmerich & Payne, Inc.
since 2014 and President and Director since 2012. Mr. Lindsay
joined Helmerich & Payne in 1987 and has served in various
positions including Vice President, U.S. Land Operations from 1997
to 2006 for Helmerich & Payne International Drilling Co.,
Executive Vice President, U.S. and International Operations from
2006 to 2010, Executive Vice President and Chief Operating Officer
from 2010 to 2012, and President and Chief Operating Officer of the
Company from 2012 to 2014.
About Melanie TrentMelanie Trent
previously served in various legal, administrative and compliance
capacities for Rowan Companies plc, from 2005 until 2017, including
as an Executive Vice President, General Counsel and Chief
Administrative Officer from 2014 until 2017, as Senior Vice
President, Chief Administrative Officer and Company Secretary from
2011 until 2014, and as Vice President and Corporate Secretary from
2010 until 2011. Prior to her tenure at Rowan, Ms. Trent served in
various legal, administrative and investor relations capacities for
Reliant Energy Incorporated, served as counsel at Compaq Computer
Corporation and as an associate at Andrews Kurth LLP. Ms. Trent is
also a member of the Board of Directors of Diamondback Energy,
Inc.
Trinity Industries, Inc., headquartered in Dallas, Texas, is a
diversified industrial company that owns complementary
market-leading businesses providing products and services to the
energy, chemical, agriculture, transportation, and construction
sectors, among others. Trinity reports its financial results in
five principal business segments: the Rail Group, the Railcar
Leasing and Management Services Group, the Inland Barge Group, the
Construction Products Group, and the Energy Equipment Group. For
more information, visit: www.trin.net.
Arcosa, Inc., headquartered in Dallas, Texas, is a
growth-oriented manufacturer of infrastructure-related products and
services with leading positions in construction, energy, and
transportation markets. Arcosa reports its financial results in
three principal business segments: the Construction Products Group,
the Energy Equipment Group, and the Transportation Products Group.
For more information, visit the Trinity Spin-off section of
Trinity’s website located at www.trin.net.
Some statements in this release, which are not historical facts,
are “forward-looking statements” as defined by the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include statements about Trinity's or Arcosa’s
estimates, expectations, beliefs, intentions or strategies for the
future, and the assumptions underlying these forward-looking
statements, including, but not limited to, statements regarding
qualifications and experience of directors, statements regarding
the anticipated separation of Trinity and Arcosa into separate
public companies, the expected timetable for completing the
spin-off transaction, whether or not the spin-off transaction
occurs, future financial and operating performance of each company,
benefits and synergies of the spin-off transaction, strategic and
competitive advantages of each company, future opportunities for
each company and any other statements regarding events or
developments that Trinity or Arcosa believes or anticipates will or
may occur in the future. Trinity uses the words “anticipates,”
“assumes,” “believes,” “estimates,” “expects,” “intends,”
“forecasts,” “may,” “will,” “should,” “guidance,” “outlook,” and
similar expressions to identify these forward-looking statements.
Forward-looking statements speak only as of the date of this
release, and Trinity and Arcosa expressly disclaim any obligation
or undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in
Trinity’s or Arcosa’s expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based, except as required by federal securities laws.
There is no assurance that the proposed spin-off transaction will
be completed, that Trinity’s Board of Directors will continue to
pursue the proposed spin-off transaction (even if there are no
impediments to completion), that Trinity will be able to separate
its businesses, or that the proposed spin-off transaction will be
the most beneficial alternative considered. Forward-looking
statements involve risks and uncertainties that could cause actual
results to differ materially from historical experience or our
present expectations, including but not limited to risks and
uncertainties regarding economic, competitive, governmental, and
technological factors affecting Trinity’s or Arcosa’s operations,
markets, products, services and prices, as well as any changes in
or abandonment of the proposed separation or the ability to effect
the separation and satisfy the conditions to the proposed
separation, and such forward-looking statements are not guarantees
of future performance. For a discussion of such risks and
uncertainties, which could cause actual results to differ from
those contained in the forward-looking statements, see “Risk
Factors” and “Forward-Looking Statements” in Trinity’s Annual
Report on Form 10-K for the most recent fiscal year, as may be
revised and updated by Trinity’s Quarterly Reports on Form 10-Q,
and Trinity’s Current Reports on Form 8-K, and see “Information
Statement Summary”, “Risk Factors” and “Forward-Looking Statements”
in the information statement to Arcosa’s Form 10, as amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20180914005186/en/
Trinity Industries, Inc.Jessica GreinerArcosa, Inc.Scott
Beasley(Investors) 214-631-4420(Media Line) 214-589-8909
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