Form 8-K - Current report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):						May 21, 2024

_______________________________________

(Exact name of registrant as specified in its charter)

Delaware

1-6903

75-0225040

(State or other jurisdiction
of incorporation)

(Commission File No.)

(I.R.S. Employer
Identification No.)

14221 N. Dallas Parkway, Suite 1100,

Dallas, Texas 75254-2957

(Address of Principal Executive Offices, and Zip Code)

(214) 631-4420

Registrant's Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

______________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	TRN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Supplemental Indenture Governing Additional 7.750% Senior Notes Due 2028

On June 5, 2024 (the “Closing Date”), Trinity Industries, Inc. (the “Company” or “we”) closed its previously announced offering (the “Additional Notes Offering”) of an additional $200.0 million aggregate principal amount of its 7.750% Senior Notes due 2028 (the “Additional Notes”). The Additional Notes were issued at a price of 102.500% of the principal amount thereof, plus accrued interest deemed to have accrued from January 15, 2024 through, but excluding, the Closing Date, for net proceeds of approximately $211.1 million, after deducting initial purchasers’ discounts and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Additional Notes Offering, together with cash on hand and borrowings under its corporate revolving credit facility (the “Revolving Credit Facility”), to (i) finance the repayment in full of its 4.550% Senior Notes due 2024 (the “2024 Notes”) and (ii) pay related fees, costs, premiums and expenses in connection therewith and with the Additional Notes Offering.

The Additional Notes were issued under the indenture (the “Original Indenture”) dated as of June 30, 2023 by and among the Company, certain subsidiaries of the Company named as guarantors therein (the “Guarantors”) and Truist Bank, as trustee, pursuant to which the Company previously issued $400.0 million aggregate principal amount of its 7.750% Senior Notes due 2028 (the “Existing Notes” and, together with the Additional Notes, the “Notes”), as supplemented by a first supplemental indenture, dated as of the Closing Date (the “Supplemental Indenture”) among the Company, the Guarantors and Truist Bank, as trustee. The Additional Notes form a single series with, and have identical terms and conditions (other than the original issue date, issue price, the first interest payment date and the first date from which interest will accrue) as, the Existing Notes. The Notes mature on July 15, 2028 and bear interest at a rate of 7.750% per annum. Interest on the Notes is payable to the holders thereof semi-annually in arrears on January 15 and July 15 of each year, beginning with respect to the Additional Notes on July 15, 2024. The interest payment to be made with respect to the Additional Notes on July 15, 2024 will include interest deemed to have accrued from, and including, January 15, 2024. The Notes are fully and unconditionally guaranteed by each of the Company’s domestic subsidiaries that is a Guarantor under the Revolving Credit Facility. If additional subsidiaries guarantee the Revolving Credit Facility in the future, each such subsidiary also will be required to guarantee the Notes. The guarantee of any Guarantor may be released in certain circumstances, including if such Guarantor ceases to guarantee the Revolving Credit Facility.

The Notes are the Company’s senior unsecured obligations and rank equally in right of payment to all of the Company’s existing and future senior debt and senior in right of payment to all of the Company’s future subordinated debt. The Notes are effectively subordinated to any of the Company’s existing and future secured debt, to the extent of the value of the assets securing such debt. The Note guarantee of each Guarantor ranks equally in right of payment with all of such Guarantor’s existing and future senior debt and senior in right of payment to all of such Guarantor’s future subordinated debt. In addition, the Notes are structurally subordinated to all liabilities of the Company’s non-guarantor subsidiaries, including the non-recourse debt of the Company’s leasing subsidiaries.

The Company may redeem all or a portion of the Notes beginning on July 15, 2025 at the redemption prices set forth in the Indenture. Prior to July 15, 2025, the Company may redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus the “make-whole” premium described in the Indenture. The Company may also redeem up to 40% of the aggregate principal amount of the Notes (calculated after giving effect to the Additional Notes Offering and any additional notes the Company may issue in the future) at any time prior to July 15, 2025 using the net proceeds from certain equity offerings at a redemption price equal to 107.750% of the principal amount of the Notes. The Indenture contains customary negative covenants for financings of this type that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to create or permit to exist certain liens, enter into certain sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of our assets.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Original Indenture, the Supplemental Indenture and the form of Note included therein, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

Pricing of the Additional Notes Offering

On May 21, 2024, the Company issued a press release announcing the pricing of the Additional Notes Offering. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein.

Optional Redemption of 2024 Notes

On May 24, 2024, the Company issued a notice of redemption in full of $400.0 million in aggregate principal amount of the 2024 Notes under that certain indenture, dated as of September 25, 2014, by and among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (together with its successors and assigns in such capacity, the “2024 Notes Trustee”), as supplemented by the first supplemental indenture, dated as of September 25, 2014, by and among the Company, the guarantors named therein and the 2024 Notes Trustee (the “2024 Notes Indenture”). The redemption date for the 2024 Notes will be June 25, 2024 (the “Redemption Date”). The redemption price will be calculated in accordance with the terms of the 2024 Notes Indenture and will be equal to the greater of the following amounts (i) 100% of the principal amount of the 2024 Notes to be redeemed; and (ii) the sum of the present values of the principal amount and the remaining scheduled payments of interest on the 2024 Notes to be redeemed (not including any portion of payments of interest accrued as of the Redemption Date), discounted to the Redemption Date in accordance with customary market practice on a semi-annual basis at a rate equal to the sum of the Treasury Rate (as defined in the 2024 Notes Indenture) plus 30 basis points, plus, in each case, accrued and unpaid interest thereon to, but not including, the Redemption Date. The foregoing does not constitute a notice of redemption for the 2024 Notes.

Item 9.01 Financial Statements and Exhibits.

(a) - (c) Not applicable.

(d) Exhibits:


NO.						DESCRIPTION
4.1						Indenture, dated as of June 30, 2023 by and among Trinity Industries, Inc., the guarantors party thereto and Truist Bank, as trustee (incorporated by reference to Exhibit 4.1 to the registrant’s current report on Form 8-K filed on June 30, 2023).
4.2						Supplemental Indenture, dated as of June 5, 2024, by and among Trinity Industries, Inc., the guarantors party thereto and Truist Bank, as trustee.
4.3						Form of Additional 7.750% Senior Notes due 2028 (incorporated by reference to Exhibit A to Exhibit 4.2 filed herewith).
99.1						Press release issued by Trinity Industries, Inc., dated May 21, 2024.
101.SCH						Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith).

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith).
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith).

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Trinity Industries, Inc.

June 5, 2024	By:	/s/ Eric R. Marchetto
		Name: Eric R. Marchetto
		Title: Executive Vice President and Chief Financial Officer

Exhibits 4.2 and 4.3

SUPPLEMENTAL INDENTURE

First Supplemental Indenture (this “Supplemental Indenture”), dated as of June 5, 2024, among each subsidiary guarantor identified on the signature pages hereto (the “Guarantors”), Trinity Industries, Inc., a Delaware corporation (the “Issuer”) and Truist Bank, as trustee (the “Trustee”).

W I T N E S E T H

WHEREAS, each of the Issuer and the Guarantors has heretofore executed and delivered to the Trustee an indenture, dated as of June 30, 2023 (the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”), providing for the issuance of an unlimited aggregate principal amount of 7.750% Senior Notes due 2028 (the “Notes”);

WHEREAS, pursuant to and on the date of the Base Indenture, the Issuer initially issued $400,000,000 aggregate principal amount of its 7.750% Senior Notes due 2028 (the “Existing Notes”);

WHEREAS, Section 2.01 of the Base Indenture provides that, Additional Notes ranking pari passu with the Existing Notes may be created and issued from time to time by the Issuer without notice to or consent of the Holders and shall be consolidated with and form a single class with the Existing Notes and shall have the same terms as to status, redemption or otherwise (other than the issue date, issue prices and, if applicable, the first interest payment date and the first date from which interest will accrue) as the Existing Notes;

WHEREAS, the Issuer wishes to issue an additional $200,000,000 aggregate principal amount of its 7.750% Senior Notes due 2028 as Additional Notes (the “New Notes”);

WHEREAS, the Issuer and the Guarantors are authorized to execute and deliver this Supplemental Indenture;

WHEREAS, the Issuer has requested that the Trustee execute and deliver this Supplemental Indenture; and

WHEREAS, all conditions and requirements necessary to the execution and delivery of this Supplemental Indenture have been done and performed, and the execution and delivery hereof has been in all respects authorized.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Base Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2. Amount of New Notes. The aggregate principal amount of New Notes to be authenticated and delivered under this Supplemental Indenture on June 5, 2024 is $200,000,000.

3. Terms of New Notes. The New Notes are to be issued as Additional Notes under the Indenture and shall:

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a.be issued as part of the existing series of Existing Notes under the Indenture, and the New Notes and the Existing Notes shall be a single class for all purposes under the Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase;

b.be issued on June 5, 2024 at a purchase price of 102.50% of the principal amount plus accrued interest from January 15, 2024;

c.be issuable in whole in the form of one or more Global Notes to be held by DTC and in the form, including appropriate transfer restriction legends, provided in Exhibit A to the Base Indenture;

d.initially bear, in the case of New Notes sold under Regulation S of the Securities Act, the CUSIP number of U89653 AC0 and ISIN of USU89653 AC02; and

e.bear, in the case of New Notes sold under Rule 144A of the Securities Act, the same CUSIP number and ISIN as the Existing Notes that are Rule 144A Notes.

4. Ratification of Base Indenture; Supplemental Indenture; Part of Indenture. The Base Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Base Indenture for all purposes, and every Holder of a Note or New Note heretofore or hereafter authenticated and delivered shall be bound hereby.

5. Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6. Waiver of Jury Trial. EACH OF THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, BASE THE INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or portable document format (“PDF”) transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes and shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by such means.

8. Headings. The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

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9. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein or any statement or recital contained in any document in connection with the sale of the New Notes, all of which recitals are made solely by the Issuer and the Guarantors. The rights, protections and indemnities afforded the Trustee under the Indenture shall apply to the execution hereof and any action (or inaction) taken in connection herewith.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


TRINITY INDUSTRIES, INC.


By:			/s/ John Lee
			Name: John Lee
			Title: Vice President, Finance and Treasurer


TRINITY INDUSTRIES LEASING COMPANY TRINITY NORTH AMERICAN FREIGHT CAR, INC. TRINITY TANK CAR, INC. TRINITYRAIL MAINTENANCE SERVICES, INC. TRINITY RAIL GROUP, LLC
By
By:			/s/ /s/ John Lee
			Name: John Lee
			Title: Vice President, Finance and Treasurer

#98487344v2


TRUIST BANK, as Trustee


By:			/s/ Cristina G. Rhodebeck
			Name: Cristina G. Rhodebeck
			Title: Senior Vice President

#98487344v2

Exhibit 99.1

TRINITY INDUSTRIES, INC. ANNOUNCES PRICING OF OFFERING OF $200.0 MILLION OF ADDITIONAL 7.750% SENIOR NOTES DUE 2028

DALLAS, TEXAS – May 21, 2024 – Trinity Industries, Inc. (“Trinity” or the “Company”) today announced that it has finalized the terms of its offering (the “Offering”) of an additional $200.0 million aggregate principal amount of its 7.750% Senior Notes due 2028 (the “Additional Notes”). Trinity anticipates that consummation of the offering will occur on June 5, 2024, subject to customary closing conditions. The Company intends to use the net proceeds from the Offering, together with cash on hand and/or borrowings under its corporate revolving credit facility, to (i) finance the repayment in full of its 4.550% Senior Notes due 2024 and (ii) pay related fees, costs, premiums and expenses in connection therewith and with the Offering. The Additional Notes will be sold at a price of 102.50% of the principal amount thereof plus accrued interest deemed to have accrued from January 15, 2024.

The Additional Notes will constitute a further issuance of the Company’s 7.750% Senior Notes due 2028 in the aggregate principal amount of $400.0 million, which were issued on June 30, 2023 (the “Existing Notes”). The Additional Notes will have identical terms and conditions (other than the original issue date, issue price, the first interest payment date and the first date from which interest will accrue) as the Existing Notes. Upon the completion of the Offering, the Company will have $600.0 million in aggregate principal amount of 7.750% Senior Notes due 2028 outstanding.

Each of the Company’s existing and future domestic subsidiaries that guarantees its existing corporate revolving credit facility and the Existing Notes is expected to guarantee the Additional Notes.

The Additional Notes and related guarantees being offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Additional Notes and related guarantees may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Additional Notes and related guarantees are being offered only to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act and it is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Additional Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward-Looking Statements

Some statements in this press 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 estimates, expectations, beliefs, intentions or strategies for the future, and the assumptions underlying these forward-looking statements, including, but not limited to, future financial and operating performance, future opportunities, the Offering and the use of proceeds therefrom, and any other statements regarding events or developments that Trinity 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,” “projected,” “outlook” and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this release and Trinity expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Trinity’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. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or present expectations, including, but not limited to, risks and uncertainties regarding economic, competitive, governmental and technological factors affecting Trinity’s operations, markets, products, services and prices, 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.

About Trinity

Trinity Industries, Inc., headquartered in Dallas, Texas, owns businesses that are leading providers of rail transportation products and services in North America. Our businesses market their railcar products and services under the trade name TrinityRail®. The TrinityRail platform provides railcar leasing and management services; railcar manufacturing; railcar maintenance and modifications; and other railcar logistics products and services. Beginning January 1, 2024, Trinity reports its financial results in two reportable business segments: (1) Railcar Leasing and Services Group, formerly the Railcar Leasing and Management Services Group, and (2) Rail Products Group.

Investor Contact

Leigh Anne Mann

Vice President, Investor Relations

Trinity Industries, Inc.

Investors: (214) 631-4420

Media Contact

Jack L. Todd

Vice President, Public Affairs

Trinity Industries, Inc.

Media Line: (214) 589-8909

Document and Entity Information Document	May 21, 2024
Cover [Abstract]
Title of 12(b) Security	Common Stock
Document Type	8-K
Entity Incorporation, State or Country Code	DE
Entity File Number	1-6903
Entity Tax Identification Number	75-0225040
Entity Address, Address Line One	14221 N. Dallas Parkway, Suite 1100,
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75254-2957
City Area Code	214
Local Phone Number	631-4420
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Registrant Name	TRINITY INDUSTRIES INC
Entity Central Index Key	0000099780
Amendment Flag	false
Trading Symbol	TRN
Security Exchange Name	NYSE
Document Period End Date	May 21, 2024