September 19, 2023 -- Brookfield Infrastructure Partners L.P.
(“BIP”) (NYSE: BIP, TSX: BIP.UN), through its subsidiary Brookfield
Infrastructure Corporation (“BIPC”) and its institutional partners
(collectively, “Brookfield Infrastructure”), and Triton
International Limited (NYSE: TRTN) (“Triton”) announced today that,
following clearance from the Committee on Foreign Investment in the
United States (CFIUS) on September 18, 2023, all regulatory
approvals required to complete the previously announced acquisition
of Triton by Brookfield Infrastructure have now been received. The
parties currently anticipate the transaction will close on
September 28, 2023, subject to customary closing conditions
contained in the parties’ Agreement and Plan of Merger, dated April
11, 2023 (the “Merger Agreement”). The merger is described (a) in
the proxy statement / joint prospectus (as amended and as
supplemented by Triton’s Current Report on Form 8-K filed with the
U.S. Securities and Exchange Commission (“SEC”) on August 17, 2023,
the “Proxy Statement / Joint Prospectus”) included in the
registration statement of BIPC and BIP (as amended, the
“Registration Statement”), which was declared effective by the SEC
on July 6, 2023, and (b) in the Merger Agreement, which is attached
to the Proxy Statement / Joint Prospectus as Annex A.
Brookfield Infrastructure and Triton also announced today that
the deadline for holders of Triton common shares (such shares, the
“Triton Shares” and the holders thereof, the “Triton Shareholders”)
to elect their preferred form of merger consideration is 5:00
p.m. New York time on September 26, 2023 (the “Election
Deadline”).
Registered Triton Shareholders who wish to elect their preferred
form of merger consideration in exchange for their Triton Shares
must deliver a properly completed Election Form and Letter of
Transmittal (the “Election Form”) to Computershare Inc. prior to
the Election Deadline, along with their Triton stock certificates
(or a properly completed notice of guaranteed delivery), if
applicable, or, in the case of book-entry shares, any additional
documents specified in the Election Form, which was mailed on July
28, 2023 to Triton Shareholders of record as of July 21, 2023.
Registered Triton Shareholders that hold all of their Triton
Shares in electronic, book-entry form may also make their elections
prior to the Election Deadline by logging on to
https://triton.computersharecas.com. Beneficial owners of Triton
Shares who hold their Triton Shares through a bank, broker or other
nominee may be subject to an earlier election deadline. Pursuant to
the Merger Agreement, Triton and Brookfield Infrastructure have the
right to extend the Election Deadline, in which case they will
promptly announce any such rescheduled Election Deadline.
In exchange for each of their issued and outstanding Triton
Shares, Triton Shareholders may elect to receive consideration
payable in: (i) the specified mixture of both cash and shares of
class A exchangeable subordinate voting shares of BIPC (“BIPC
Shares”) equal to $68.50 per Triton Share in cash and the number of
BIPC Shares with a value of $16.50 per Triton Share based on the
Final BIPC Share Price (as defined in the Proxy Statement / Joint
Prospectus), subject to adjustment (such election, the “Mixed
Election” and such consideration, the “Mixed Election
Consideration”); (ii) all cash consideration (the “Cash Election
Consideration”); or (iii) all BIPC Share consideration (the “Stock
Election Consideration”), each as more fully described in the
Merger Agreement and in the Proxy Statement / Joint Prospectus. The
value of the merger consideration will fluctuate and will be
determined based on the volume-weighted average sales price per
BIPC Share on the New York Stock Exchange over the ten consecutive
trading days ending on the second trading day immediately prior to
the merger closing. All elections, other than Mixed Elections, are
subject to a proration procedure and as a result, Triton
Shareholders who elect the Cash Election Consideration or Stock
Election Consideration may not receive the merger consideration in
the form they elected. The extent to which a Triton Shareholder
receives the merger consideration in the form they elected will
depend on the elections made by other Triton Shareholders.
Triton Shareholders who elect the no election option on the
Election Form or who fail to make a valid election by the Election
Deadline will be deemed to have made no election and will therefore
receive the Cash Election Consideration or the Stock Election
Consideration (or a mix thereof) for each Triton Share, depending
on the elections made by other Triton Shareholders. Triton
Shareholders are urged to consult their tax advisors for a full
understanding of the tax consequences of exchanging Triton Shares
for the Mixed Election Consideration, Cash Election Consideration
and/or Stock Election Consideration.
Triton Shareholders with questions regarding the election
procedures, or who wish to obtain copies of the election materials,
may contact Innisfree M&A, the information agent for the
merger, at (877) 750-0926. Triton Shareholders holding their Triton
Shares through a bank, broker or other nominee should contact their
bank, broker or other nominee, as applicable, to obtain copies of
the election materials. Triton Shareholders should carefully read
the Proxy Statement / Joint Prospectus, the Merger Agreement, and
all election materials provided before making their elections.
About Triton International Limited
Triton is the world’s largest lessor of intermodal freight
containers. With a container fleet of over 7 million twenty-foot
equivalent units, Triton’s global operations include acquisition,
leasing, re-leasing and subsequent sale of multiple types of
intermodal containers and chassis.
About Brookfield Infrastructure
Brookfield Infrastructure is a leading global infrastructure
company that owns and operates high-quality, long-life assets in
the utilities, transport, midstream and data sectors across North
and South America, Asia Pacific and Europe. We are focused on
assets that generate stable cash flows and require minimal
maintenance capital expenditures. Investors can access its
portfolio either through Brookfield Infrastructure Partners L.P.
(NYSE: BIP; TSX: BIP.UN), a Bermuda-based limited partnership, or
Brookfield Infrastructure Corporation (NYSE, TSX: BIPC), a Canadian
corporation. Further information is available at
https://bip.brookfield.com.
Brookfield Infrastructure is the flagship listed infrastructure
company of Brookfield Asset Management, a global alternative asset
manager with approximately $850 billion of assets under management.
For more information, go to https://brookfield.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release may constitute
“forward-looking statements.” Actual results could differ
materially from those projected or forecast in the forward-looking
statements. The factors that could cause actual results to differ
materially include the following: risks related to the satisfaction
or waiver of the conditions to closing the proposed acquisition
(including the failure to obtain necessary regulatory approvals) in
the anticipated timeframe or at all, including the possibility that
the proposed acquisition does not close; the occurrence of any
event, change or other circumstance or condition that could give
rise to the termination of the Merger Agreement, including
circumstances requiring Triton to pay a termination fee; the
possibility that competing offers are made; risks related to the
ability to realize the anticipated benefits of the proposed
acquisition, including the possibility that the expected benefits
from the acquisition will not be realized or will not be realized
within the expected time period; disruption from the transaction
making it more difficult to maintain business and operational
relationships; continued availability of capital and financing and
rating agency actions; disruptions in the financial markets;
certain restrictions during the pendency of the transaction that
may impact Triton’s ability to pursue certain business
opportunities or strategic transactions; risks related to diverting
management’s attention from Triton’s ongoing business operation;
negative effects of this announcement or the consummation of the
proposed acquisition on the market price of Triton Shares or BIPC
Shares and/or operating results; significant transaction costs;
unknown liabilities; the risk of litigation and/or regulatory
actions related to the proposed acquisition, other business effects
and uncertainties, including the effects of industry, market,
business, economic, political or regulatory conditions; decreases
in the demand for leased containers; decreases in market leasing
rates for containers; difficulties in re-leasing containers after
their initial fixed-term leases; customers’ decisions to buy rather
than lease containers; increases in the cost of repairing and
storing Triton’s off-hire containers; Triton’s dependence on a
limited number of customers and suppliers; customer defaults;
decreases in the selling prices of used containers; the impact of
future global pandemics on Triton’s business and financial results;
risks resulting from the political and economic policies of the
United States and other countries, particularly China, including,
but not limited to, the impact of trade wars, duties, tariffs or
geo-political conflict; risks stemming from the international
nature of Triton’s business, including global and regional economic
conditions, including inflation and attempts to control inflation,
and geopolitical risks such as the ongoing war in Ukraine;
extensive competition in the container leasing industry and
developments thereto; decreases in demand for international trade;
disruption to Triton’s operations from failures of, or attacks on,
Triton’s information technology systems; disruption to Triton’s
operations as a result of natural disasters; compliance with laws
and regulations related to economic and trade sanctions, security,
anti-terrorism, environmental protection and anti-corruption; the
availability and cost of capital; restrictions imposed by the terms
of Triton’s debt agreements; and changes in tax laws in Bermuda,
the United States and other countries.
These risks, as well as other risks associated with the proposed
transaction, are more fully discussed in the Proxy Statement /
Joint Prospectus included in the Registration Statement, which was
declared effective by the SEC on July 6, 2023. Discussions of
additional risks and uncertainties are contained in Triton’s, BIP’s
and BIPC’s filings with the SEC, all of which are available at
https://sec.gov. These filings identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Triton, BIP and BIPC assume no
obligation to, and do not intend to, update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise, unless required by law. Triton, BIP
and BIPC do not give any assurance that it will achieve its
expectations.
Additional Information and Where to Find It
In connection with the proposed transaction, BIP and BIPC filed
the Registration Statement, including a joint prospectus of BIP and
BIPC and a definitive proxy statement of Triton. The Registration
Statement was declared effective by the SEC on July 6, 2023, and
the definitive proxy statement was filed by Triton on July 6, 2023.
Each of BIP, BIPC and Triton may also file other relevant documents
with the SEC and, in the case of BIP and BIPC, with the applicable
Canadian securities regulatory authorities, regarding the proposed
acquisition. This communication is not a substitute for the
Registration Statement, the Proxy Statement / Joint Prospectus or
any other document that BIP, BIPC or Triton may file with the SEC
and, in the case of BIP and BIPC, with the applicable Canadian
securities regulatory authorities, with respect to the proposed
transaction. The definitive Proxy Statement / Joint Prospectus has
been mailed to Triton Shareholders of record as of July 3, 2023.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT, THE PROXY STATEMENT / JOINT PROSPECTUS, ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS
THAT MAY BE FILED WITH THE SEC OR APPLICABLE CANADIAN SECURITIES
REGULATORY AUTHORITIES CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT BIPC, TRITON AND THE PROPOSED
TRANSACTION.
Investors and security holders will be able to obtain copies of
these materials (if and when they are available) and other
documents containing important information about BIP, BIPC, Triton
and the proposed transaction, once such documents are filed with
the SEC free of charge through the website maintained by the SEC at
https://sec.gov. Copies of documents filed with the SEC or
applicable Canadian securities regulatory authorities by BIP and
BIPC will be made available free of charge on BIP and BIPC’s
website at
https://bip.brookfield.com/bip/reports-filings/regulatory-filings.
Copies of documents filed with the SEC by Triton will be made
available free of charge on Triton’s investor relations website at
https://tritoninternational.com/investors.
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version on businesswire.com: https://www.businesswire.com/news/home/20230918983484/en/
For Triton: Media Lisa Friedman Senior Managing Director
Teneo +1 (347) 714-4675 Email: lisa.friedman@teneo.com Investor
Relations Andrew Kohl Vice President Corporate Strategy &
Investor Relations +1 (914) 697-2900 Email: akohl@trtn.com For
Brookfield Infrastructure: Media Kerrie McHugh Hayes
Managing Director Corporate Communications Tel: +1 (212) 618-3469
Email: kerrie.mchugh@brookfield.com Investor Relations
Stephen Fukuda Vice President Corporate Development & Investor
Relations Tel: +1 (416) 956-5129 Email:
stephen.fukuda@brookfield.com
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