Trinity Industries Inc.
10/20/2025 | Press release | Distributed by Public on 10/20/2025 16:40
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
On October 15, 2025, Trinity Industries Leasing Company ("TILC") and Trinity Rail Leasing 2025 LLC ("TRL-2025"), both subsidiaries of Trinity Industries, Inc. (the "Company"), entered into a Note Purchase Agreement (the "Note Purchase Agreement") with Wells Fargo Securities LLC, ATLAS SP Securities, a division of Apollo Global Securities, LLC, BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Citizens JMP Securities, LLC, PNC Capital Markets LLC, and Regions Securities LLC (the "Initial Purchasers"). The Note Purchase Agreement provides for the issuance and sale to the Initial Purchasers of (i) an aggregate principal amount of $498,580,000 of TRL-2025's Series 2025-1 Class A Secured Green Standard Railcar Notes (the "Class A Notes") and (ii) an aggregate principal amount of $36,660,000 of TRL-2025's Series 2025-1 Class B Secured Green Standard Railcar Notes (the "Class B Notes" and together with the Class A Notes, the "Notes").
The Class A Notes will bear interest at a fixed rate of 5.09%, will be payable monthly, and will have a stated final maturity date of October 19, 2055. The Class B Notes will bear interest at a fixed rate of 5.30%, will be payable monthly, and will have a stated final maturity date of October 19, 2055. The Initial Purchasers are expected to resell the Notes pursuant to Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S thereunder.
The Notes will be secured by (among other things) approximately 7,821 railcars and operating leases thereon, which TRL-2025 is purchasing from TILC and from TILC's affiliates, Trinity Rail Leasing Warehouse Trust and Trinity Rail Leasing 2010 LLC. The Note Purchase Agreement contains customary representations, warranties, covenants, and closing conditions for a transaction of this type. The Note Purchase Agreement also contains provisions pursuant to which TILC and TRL-2025 agree to hold harmless and indemnify the Initial Purchasers against damages under certain circumstances, which are customary for a transaction of this type.
The issuance and sale of the Notes are part of an asset backed securitization which, subject to satisfaction of a variety of customary conditions precedent, is scheduled to close on or about October 28, 2025. The Company can give no assurance that the transaction will close on that date or at all.
The Notes have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. This filing shall not constitute an offer to sell or a solicitation of an offer to purchase the Notes, or any other securities, and shall not constitute an offer, solicitation, or sale in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful.
A copy of the Note Purchase Agreement is attached as Exhibit 10.1 and is incorporated by reference. The description of the Note Purchase Agreement contained herein does not purport to be complete and is qualified in its entirety by the full text of the exhibit.
Trinity Industries Inc. published this content on October 20, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 20, 2025 at 22:40 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]