Transaction Consideration
The total consideration of $85.00 per Triton common share (Triton Share) will consist of $68.50 in cash and $16.50 in BIPC class A exchangeable
shares (BIPC Shares) (NYSE: BIPC, TSX: BIPC). At closing, BIPs equity investment is expected to be approximately $1 billion, inclusive of the BIPC shares.
The stock portion of the consideration is subject to a collar, ensuring Triton shareholders receive the number of BIPC shares equal to $16.50 in value for
every Triton Share if the ten-day VWAP of BIPC Shares (measured two days prior to closing) (the BIPC Final Stock Price) is between $42.36 and $49.23. Triton shareholders will receive 0.390 BIPC
Shares for each Triton Share if the BIPC Final Stock Price is below $42.36, and 0.335 BIPC Shares for each Triton Share if the BIPC Final Stock Price is above $49.23. With the collar, between 18.4 and 21.3 million BIPC Shares will be
issued to Triton shareholders.
Triton shareholders will be able to elect to receive the mixed cash/stock consideration described above, or all-cash or all-stock consideration, subject to proration to the extent cash or stock is oversubscribed. Regardless of the mix elected, the value per share will be equalized
ahead of closing, such that the value of each election choice will be substantially the same.
Approvals and Timing
The transaction is expected to close in the fourth quarter of 2023, subject to customary closing conditions, including approval by Tritons shareholders
and receipt of required regulatory approvals. The transaction has been unanimously approved and recommended by the Board of Directors of Triton. The transaction has also received all required approvals from Brookfield Infrastructure, is not subject
to a financing condition, and is not subject to approval from BIPC shareholders.
Prior to closing, Triton intends to maintain its current quarterly
dividend on the Triton common shares. Upon the closing of the transaction, Tritons common shares will be delisted from the New York Stock Exchange. Tritons Series A-E cumulative redeemable
perpetual preference shares will remain outstanding.
Advisors
Goldman Sachs & Co. LLC is serving as exclusive financial advisor to Triton and Sullivan & Cromwell LLP is serving as Tritons legal
advisor, with Appleby as Bermuda counsel.
Brookfield Infrastructure engaged BofA Securities and Mizuho Securities USA LLC as joint financial advisors and
Skadden, Arps, Slate, Meagher & Flom LLP as legal advisor. Brookfield Infrastructure Corporation engaged Torys LLP to serve as legal counsel and was advised by MUFG.
About Triton International Limited
Triton International
Limited is the worlds largest lessor of intermodal freight containers. With a container fleet of over 7 million twenty-foot equivalent units, Tritons global operations include acquisition, leasing,
re-leasing and subsequent sale of multiple types of intermodal containers and chassis.