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): September 19, 2017

TRITON INTERNATIONAL LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Bermuda	001-37827	98-1276572	
(State or other jurisdiction of
incorporation or organization)	(Commission
File Number )	(I.R.S. Employer
Identification No.)	
  
Canon’s Court
22 Victoria Street
Hamilton HM 12 Bermuda
(Address of Principal Executive Offices, including Zip Code)
 
Telephone: (914) 251-9000
(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 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))	
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 Section13(a) of the Exchange Act ¨

 

 

	Item 8.01	Other Events.	
 
As previously announced, on September 7, 2017, Triton International Limited (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Wells Fargo Securities, LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (the “Underwriters”), for the issuance and sale by the Company of 5,350,000 common shares (the “Firm Shares”). Pursuant to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option (the “Option”) to purchase up to an additional 802,500 common shares from the Company (the “Option Shares”). The sale of the Firm Shares pursuant to the Underwriting Agreement closed on September 12, 2017.
 
On September 19, 2017, the Underwriters exercised the Option in full. The sale of the Option Shares pursuant to the Underwriting Agreement closed on September 22, 2017. The Company estimates that the net proceeds from the offering of the Option Shares will be approximately $25.2 million, after deducting the discount to the Underwriters and the estimated fees and expenses of the offering that are payable by the Company. The Company expects to use the net proceeds of the offering of the Option Shares for general corporate purposes, including the purchase of containers.  
 
A copy of the legal opinion as to the validity of the Option Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.
 
	Item 9.01	Financial Statements and Exhibits.	
 
(d)        Exhibits
  
Exhibit
No.	Description of Exhibit	
1.1	Underwriting Agreement dated September 7, 2017, by and between Triton International Limited and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and RBC Capital Markets, LLC, as representatives of the several underwriters listed in Schedule A thereto (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on September 12, 2017).	
5.1	Opinion of Appleby (Bermuda) Limited regarding the validity of the Option Shares.	
23.1	Consent of Appleby (Bermuda) Limited (included in Exhibit 5.1).	
  
2

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 	TRITON INTERNATIONAL LIMITED	

Dated: September 22, 2017	By:	/s/ John Burns	
 	Name:  	John Burns	
 	Title:	Chief Financial Officer	

 

 
Exhibit 5.1
 
 	Triton International Limited	Email   spenrose@applebyglobal.com	
 	22 Victoria Street	 	
 	Hamilton HM 12	Direct Dial   +1 441 298 3286	
 	Bermuda	Tel   +1 441 295 2244	
 	 	Fax   +1 441 292 8666	
 	 	 	
 	 	Your Ref   	
 	 	 	
 	 	Appleby Ref   004096.0157/SS/SP	
 	 	 	
 	 	22 September 2017	

 	Dear Sirs		
 
Bermuda Office
Appleby (Bermuda)
Limited
Canon's Court
22 Victoria Street
PO Box HM 1179
Hamilton HM EX
Bermuda
 
Tel +1 441 295 2244
 
applebyglobal.com

 

 

 
Appleby (Bermuda) Limited (the Legal Practice) is a limited liability company incorporated in Bermuda and approved and recognised under the Bermuda Bar (Professional Companies) Rules 2009. "Partner" is a title referring to a director, shareholder or an employee of the Legal Practice. A list of such persons can be obtained from your relationship partner.
 	 	TRITON INTERNATIONAL LIMITED (COMPANY)
 
We act as special legal counsel in Bermuda to the Company. The Company has requested that we provide this opinion in connection with the filing by the Company of a registration statement on Form S-3 ( Registration Statement ), with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended ( Securities Act ), and the rules and regulations promulgated thereunder, in relation to the proposed offering by the Company 802,500 of its common shares of par value $0.01 per share ( Securities ), as described in the Prospectus (as defined in the Schedule to this opinion).
 
For the purposes of this opinion we have examined and relied upon the documents listed, and in some cases defined, in the Schedule to this opinion ( Documents ) together with such other documentation as we have considered requisite to this opinion.
 
Unless otherwise defined herein, capitalised terms have the meanings assigned to them in the Prospectus.

1.           ASSUMPTIONS
 
In stating our opinion we have assumed:
 
1.1        the authenticity, accuracy and completeness of all Documents and other documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed or photostatic copies;
 
1.2        that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;

 	 	Bermuda ·  British Virgin Islands ·  Cayman Islands ·  Guernsey ·  Hong Kong ·  Isle of Man ·  Jersey ·  Mauritius ·  Seychelles ·  Shanghai	

 

 

 	 	
1.3        the genuineness of all signatures on the Documents;
1.4        the authority, capacity and power of each of the persons signing the Documents;
 
1.5        that any representation, warranty or statement of fact or law, other than as to the laws of Bermuda, made in any of the Documents is true, accurate and complete;
 
1.6        that each Director of the Company, when the Board of Directors of the Company passed the Resolutions, discharged his fiduciary duty owed to the Company and acted honestly and in good faith with a view to the best interests of the Company;
 
1.7        that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by the issuance of the Securities or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation to be performed or action to be taken as described in the Registration Statement is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;
 
1.8        that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and accurately record the resolutions passed by the Board of Directors of the Company in a meeting which was duly convened and at which a duly constituted quorum was present and voting throughout and that there is no matter affecting the authority of the Directors to effect the issuance of the Securities, not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein; and
 
1.9        that the Company has filed the Prospectus in good faith for the purpose of carrying on its business and that at the time it did so, there were reasonable grounds for believing that the activities contemplated by the Prospectus would benefit the Company.
 
2.           OPINION
 
Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:
  	
 	 	Bermuda ·  British Virgin Islands ·  Cayman Islands ·  Guernsey ·  Hong Kong ·   Isle of Man ·  Jersey ·  Mauritius ·  Seychelles ·  Shanghai	

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2.1        The Company is an exempted company limited by shares duly incorporated and existing under the laws of Bermuda. The Company possesses the capacity to sue and be sued in its own name and is in good standing under the laws of Bermuda.
 
2.2        When duly issued and paid for pursuant to and in accordance with the terms of the Resolutions, and delivered against payment therefore in the circumstances referred to or summarised in the Prospectus, the Securities will be validly issued, fully paid, non-assessable shares of capital of the Company.
 
2.3        All necessary corporate action required to have been taken by the Company in connection with the issue of the Securities pursuant to Bermuda law has been taken by or on behalf of the Company.
 
3.           RESERVATIONS
 
We have the following reservations:
 
3.1        We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the Courts of Bermuda at the date hereof.
 
3.2        In paragraph 2.1 above, the term good standing means that the Company has received a Certificate of Compliance from the Registrar of Companies indicating that it has neither failed to make any filing with any Bermuda governmental authority nor to pay any Bermuda government fee or tax, which might make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda.
 
3.3        Any reference in this opinion to shares being “non-assessable” shall mean, in relation to fully-paid shares of the Company and subject to any contrary provision in any agreement in writing between such Company and the holder of shares, that: no shareholder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of the Company, or otherwise; and no shareholder shall be bound by an alteration of the Memorandum of Association or Bye-Laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company.
 
3.4        Searches of the Register of Companies at the office of the Registrar of Companies and of the Supreme Court Causes Book at the Registry of the Supreme Court are not conclusive and it should be noted that the Register of Companies and the Supreme Court Causes Book do not reveal:
  	
 	 	Bermuda ·  British Virgin Islands ·  Cayman Islands ·  Guernsey ·  Hong Kong ·  Isle of Man ·  Jersey ·  Mauritius ·  Seychelles ·  Shanghai	

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 	 	3.4.1            details of matters which have been lodged for filing or registration which as a matter of best practice of the Registrar of Companies or the Registry of the Supreme Court would have or should have been disclosed on the public file, the Causes Book or the Judgment Book, as the case may be, but for whatever reason have not actually been filed or registered or are not disclosed or which, notwithstanding filing or registration, at the date and time the search is concluded are for whatever reason not disclosed or do not appear on the public file, the Causes Book or Judgment Book;
 
3.4.2            details of matters which should have been lodged for filing or registration at the Registrar of Companies or the Registry of the Supreme Court but have not been lodged for filing or registration at the date the search is concluded;
 
3.4.3            whether an application to the Supreme Court for a winding-up petition or for the appointment of a receiver or manager has been prepared but not yet been presented or has been presented but does not appear in the Causes Book at the date and time the search is concluded;
 
3.4.4            whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened, or whether any arbitrator has been appointed; or
 
3.4.5            whether a receiver or manager has been appointed privately pursuant to the provisions of a debenture or other security, unless notice of the fact has been entered in the Register of Charges in accordance with the provisions of the Companies Act 1981.
 
Furthermore, in the absence of a statutorily defined system for the registration of charges created by companies incorporated outside Bermuda ("overseas companies") over their assets located in Bermuda, it is not possible to determine definitively from searches of the Register of Charges maintained by the Registrar of Companies in respect of such overseas companies what charges have been registered over any of their assets located in Bermuda or whether any one charge has priority over any other charge over such assets.
 
3.5               In order to issue this opinion we have carried out the Company Search as referred to in the Schedule to this opinion and have not enquired as to whether there has been any change since the date of such search.
 	
 	 	Bermuda ·  British Virgin Islands ·  Cayman Islands ·  Guernsey ·  Hong Kong ·  Isle of Man ·  Jersey ·  Mauritius ·  Seychelles ·  Shanghai	
 
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 	 	3.6        In order to issue this opinion we have carried out the Litigation Search as referred to in the Schedule to this opinion and have not enquired as to whether there has been any change since the date of such search.
 
3.7        Where an obligation is to be performed in a jurisdiction other than Bermuda, the courts of Bermuda may refuse to enforce it to the extent that such performance would be illegal under the laws of, or contrary to public policy of, such other jurisdiction.
 
4.           DISCLOSURE
 
This opinion is furnished to you in connection with the filing of this opinion as an exhibit to the Registration Statement. We consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. As Bermuda attorneys, however, we are not qualified to opine on matters of law of any jurisdiction other than Bermuda, accordingly we do not admit to being an expert within the meaning of the Securities Act.
 
Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change.
 
This opinion is governed by and is to be construed in accordance with Bermuda law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than Bermuda.

 
Yours faithfully

/s/ Appleby (Bermuda) Limited
 
Appleby (Bermuda) Limited
 	
 	 	Bermuda ·  British Virgin Islands ·  Cayman Islands ·  Guernsey ·  Hong Kong ·  Isle of Man ·  Jersey ·  Mauritius ·  Seychelles ·  Shanghai	

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SCHEDULE
 
	1.	The entries and filings shown in respect of the Company on the files maintained in the Register of Companies at the office of the Registrar of Companies in Hamilton, Bermuda, as revealed by a search on 22 September 2017 ( Company Search ).	
 
	2.	The entries and filings shown in respect of the Company in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a search on 22 September 2017 ( Litigation Search ).	
 
	3.	Certified copies of the Certificate of Incorporation, Memorandum of Association and Amended and Restated Bye-Laws for the Company (collectively referred to as Constitutional Documents ).	
 
	4.	Copies of the minutes of a meeting of the Board of Directors of the Company held on September 1, 2017 ( Resolutions ).	
 
	5.	A certified copy of the Foreign Exchange Letter issued by the Bermuda Monetary Authority in relation to the Company.	
 
	6.	A Certificate of Compliance, dated 22 September 2017, issued by the Registrar of Companies in respect of the Company.	
 
	7.	A PDF copy of a Registration Statement on Form S-3 (Registration No. 333-220340 as filed with the SEC on 5 September 2017 ( Registration Statement ).	
 
	8.	A PDF copy of the prospectus issued by the Company dated 5 September 2017 ( Base Prospectus ) as supplemented by the prospectus supplement dated 7 September 2017 ( Prospectus Supplement and together with the Base Prospectus, Prospectus ).	
 
	9.	A PDF copy of an executed Underwriting Agreement dated 7 September 2017 made between the Underwriters and the Company ( Underwriting Agreement ).