Trinity Industries (TRN)

Filed: 20 Nov 20, 4:07pm

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 19, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
(Commission File No.)(I.R.S. Employer
Identification No.)
2525 N. Stemmons Freeway,
Dallas, Texas 75207-2401
(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 classTrading Symbol(s)Name of each exchange on which registered
Common StockTRNNew 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On November 19, 2020, Trinity Rail Leasing 2020 LLC, a Delaware limited liability company (“TRL-2020”) and a limited purpose, indirect wholly-owned subsidiary of Trinity Industries, Inc. (the “Company”), owned by the Company through the Company's direct wholly-owned subsidiary Trinity Industries Leasing Company (“TILC”), issued an aggregate principal amount of (i) $110,000,000 principal amount of TRL-2020’s Series 2020-2 Class A-1 Secured Railcar Equipment Notes (the “Class A-1 Notes”), (ii) $240,300,000 principal amount of TRL-2020’s Series 2020-2 Class A-2 Secured Railcar Equipment Notes (the “Class A-2 Notes”), and (iii) $20,500,000 principal amount of TRL-2020’s Series 2020-2 Class B Secured Railcar Equipment Notes (the “Class B Notes”) (the Class A-1 Notes, the Class A-2 Notes, and the Class B Notes are, collectively, the “Notes”). The Notes were issued pursuant to a Master Indenture, dated November 19, 2020 (the “Indenture”) between TRL-2020 and U.S. Bank National Association, as indenture trustee, as supplemented by a Series 2020-2 Supplement dated November 19, 2020. The Notes bear interest at fixed rates as follows: (i) the Class A-1 Notes at 1.83%, (ii) the Class A-2 Notes at 2.56%, and (iii) the Class B Notes at 3.69%. The Notes are payable monthly, and have a stated final maturity date of November 19, 2050.
Concurrently, TILC purchased (i) TRL-2020’s Series 2020-2 Class R-1 Secured Railcar Equipment Notes (the “Class R-1 Notes”) and (ii) TRL-2020’s Series 2020-2 Class R-2 Secured Railcar Equipment Notes (the “Class R-2 Notes”) (the Class R-1 Notes and the Class R-2 Notes are, collectively, the “Subordinated Notes”).
The Notes and the Subordinated Notes are obligations of TRL-2020 only. The Notes and the Subordinated Notes are secured by a portfolio of railcars and operating leases thereon acquired and owned by TRL-2020 (the “Railcar Portfolio”) and other assets of TRL-2020. The Notes were offered and sold in a private placement solely to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to persons who are not U.S. persons in offers and sales that occur outside the United States in reliance on Regulation S under the Securities Act, pursuant to a note purchase agreement as described in the Company's Form 8-K filed October 23, 2020.
While the stated final maturity of the Notes is November 19, 2050, cash flow from TRL-2020's assets will be applied, pursuant to the payment priorities of the Indenture, so as to amortize the Notes to achieve monthly targeted principal balances. If the cash flow assumptions used in determining the targeted balances are met, it is anticipated that the Notes will be repaid well in advance of their stated final maturity date. There can be no assurance, however, that such cash flow assumptions will be realized. In addition, the Notes may be subject to acceleration upon the occurrence of certain events of default under the Indenture, including a failure to pay interest on the Notes, and a failure of the Notes to amortize to the extent that, over time, the outstanding principal balance of the Notes was to eventually exceed the sum of the depreciated value of the Railcar Portfolio and the amounts on deposit in certain accounts of TRL-2020. The decision whether to accelerate or exercise other remedies against TRL-2020 and its assets will be under the control of holders representing a majority of the senior class of the outstanding principal balance of the Notes and, after payment in full of all of the Notes, holders representing a majority of the outstanding principal balance of the Subordinated Notes.
TRL-2020 purchased the Railcar Portfolio directly from TILC and from TILC’s affiliate, TRIHC 2018 LLC (“TRIHC”), and Trinity Rail Leasing Warehouse Trust (“TRLWT”). Net proceeds received from the railcars acquired in connection with the issuance of the Notes will be used to repay approximately $22.1 million of borrowings under TRLWT’s secured warehouse credit facility, to redeem in full approximately $258.6 million of secured notes issued by TRIHC, and for general corporate purposes.
As noted above, the Notes are solely the obligations of TRL-2020. TILC has, however, entered into certain agreements relating to the transfer of the Railcar Portfolio to TRL-2020 and the management and servicing of TRL-2020's assets. These agreements contain certain representations, undertakings and indemnities customary for asset sellers and service providers in transactions of this type.

Item 7.01 Regulation FD Disclosure.
In the November 19, 2020 investor day video webcast, the Company's management discussed the outlook for its lease portfolio net investment. The Company would like to clarify that the lease portfolio net investment is included within the investing activities section of its Consolidated Statement of Cash Flows. The Company would also refer investors to the appendix included within the investor day materials, which were included as Exhibit 99.1 to the Company's Form 8-K filed on November 19, 2020, for additional information regarding cash flow measures.
The information in this item 7.01 is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. Additionally, the submission of this report on Form 8-K is not an admission of the materiality of any information in this report that is required to be disclosed solely by Regulation FD.


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.
November 20, 2020By:/s/ Eric R. Marchetto
Name: Eric R. Marchetto
Title: Executive Vice President and Chief Financial Officer