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Investor FAQ

BROOKFIELD INFRASTRUCTURE TRANSACTION

  • Did the acquisition close?
    • Yes. On September 28, 2023, Triton International Limited (“Triton” or the "Company") was acquired by 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”).
  • What happened with my Triton common shares?
    • Triton common shareholders were entitled to receive consideration per share equal in value to $68.50 in cash and 0.3895 BIPC class A exchangeable shares (“BIPC Shares”) based on the volume-weighted average sales price per BIPC Share on the New York Stock Exchange (“NYSE”) over the ten consecutive trading days ending on September 26, 2023.
    • Triton common shareholders were entitled to elect the form of consideration they wished to receive in exchange for their common shares, subject to proration in the event the all-cash form of consideration or all-BIPC Shares form of consideration was oversubscribed, as further described in the proxy statement / joint prospectus (as amended and supplemented, the “Proxy Statement / Joint Prospectus”) for the transaction, which was declared effective by the SEC on July 6, 2023.
  • What were the final merger election results and what did common shareholders receive?
    • Holders of approximately 13.6 million Triton common shares elected the mixed consideration and received $68.50 in cash and 0.3895 BIPC Shares for each Triton common share.
    • Holders of approximately 22.3 million Triton common shares elected the all-cash consideration and received approximately $83.16 in cash for each Triton common share.
    • Holders of approximately 3.1 million Triton common shares elected the all-BIPC Share consideration and received approximately 2.21 BIPC shares for each Triton common share.
    • Holders of approximately 11.7 million Triton common shares elected the no election option or failed to make a valid election by the election deadline and received approximately $54.61 in cash and 0.76 BIPC Shares for each Triton common share.
    • Shareholders received cash in lieu of fractional shares.
    • The election results set forth above do not take into account certain excluded shares that were not eligible to make elections under the Agreement and Plan of Merger dated April 11, 2023.
  • Where can I find more information about the acquisition?
    • The Proxy Statement/Joint Prospectus may be accessed here.
  • What are the expected tax consequences as a result of the transaction?
    • The transaction is expected to be taxable for U.S. federal income tax purposes, regardless of the form of consideration that the shareholder elected to receive. See Triton’s Proxy Statement/Joint Prospectus for further information. If you have tax-related questions, please contact your tax advisor.
  • Will a Form 8937 be provided in connection with the Brookfield Infrastructure acquisition of Triton?
    • Yes, Triton filed Form 8937 on October 31, 2023. A copy of the form is available here.
  • Who do I contact to get information about receiving the merger consideration?
    • If you have questions regarding receiving the merger consideration, you may contact Computershare Trust Company, N.A., the Exchange Agent for the transaction, at (877) 373-6374, or Innisfree M&A Incorporated, the Information Agent for the transaction, at (877) 750-0926.
  • How can I get historical stock prices for Triton’s common shares?
    • Click here for historical price lookup.
    • The last trading day for Triton’s common shares on the NYSE was September 27, 2023. Since the closing of the transaction, Triton’s common shares are no longer traded on any public market.

PREFERENCE SHARES

  • Where are Triton’s preference shares listed?
    • All five series of preference shares remain outstanding and are listed on the NYSE.
  • What are the tickers for Triton’s preference shares?

    Series

    Dividend

    NYSE Ticker

    A

    8.500%

    TRTN PRA

    B

    8.000%

    TRTN PRB

    C

    7.375%

    TRTN PRC

    D

    6.875%

    TRTN PRD

    E

    5.750%

    TRTN PRE
  • Does Triton pay a quarterly cash dividend on its preference shares?
  • What rights do the preference shares have following the closing of the acquisition of Triton by Brookfield Infrastructure?
    • The preference shares have the same dividend rights and other preferences that existed prior to the closing of the transaction.
  • What is the tax treatment of dividends on Triton’s preference shares?
    • The final characterization of Triton’s distributions for tax purposes will be set forth on each individual shareholder’s Form 1099-DIV.
    • The estimated tax treatment of each of Triton’s distributions can be found on Form 8937, which is available in the Dividends History section of our website: https://www.tritoninternational.com/investors/stock-information/dividends-history
    • The portion of a distribution that is not taxable (a return of capital) reduces the adjusted basis of a shareholder’s stock to the extent of such shareholder’s tax basis in such shares, with any excess treated as gain from the sale or exchange of such shares.
  • Will Triton issue a Form 1099 or a K-1 for the dividends on its preference shares after the Brookfield Infrastructure acquisition closes?
    • Triton will continue to issue Form 1099s for the dividends on our preference shares. Please contact your financial advisor or broker for a copy of Form 1099. If you are a registered shareholder, you will receive a copy of Form 1099 from Triton’s transfer agent. Triton does not issue K-1s.

OTHER QUESTIONS

  • Will Triton continue to file reports (e.g., Forms 10-K and 10-Q) with the SEC?
    • Yes, Triton intends to continue its SEC reporting to provide appropriate financial and operating information to investors in its NYSE-listed preference shares and to comply with its obligations under its outstanding debt securities.
  • Who is Triton’s transfer agent and registrar?
  • How do I contact the Triton Investor Relations department?
    • Please direct questions regarding receipt of the merger consideration to the Exchange Agent or Information Agent at the contacts provided above. All other inquiries should be directed to Triton Investor Relations at [email protected] or (+1) 914-697-2900.