Terms

Series

8.50% Series A Cumulative Redeemable Perpetual Preference Shares

Liquidation Preference

$25.00

Coupon Rate

8.5%

Rate Type

Fixed

Annual Dividend

$2.12

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

March 15, 2024

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Indebtedness And Other Liabilities, Senior Securities (Any Future Capital Stock Expressly Made Senior To Series A Preference Shares); Pari Passu With: Parity Securities (Any Future Capital Stock Expressly Made Equal To Series A Preference Shares As To Dividends And Liquidation); Senior To: Common Shares, Junior Securities (Any Future Capital Stock Not Expressly Made Senior To Or On Parity With Series A Preference Shares)

Regulatory (Basel III) Call

No

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

No

Shares Offered

3,000,000

Prospectus Summary

Triton International Limited, the world's largest intermodal container lessor incorporated in Bermuda, is offering 3,000,000 shares of its 8.50% Series A Cumulative Redeemable Perpetual Preference Shares at a liquidation preference of $25.00 per share, generating $2.125 per share annually ($0.53125 per quarter). The shares are perpetual with no fixed maturity but are callable at par on or after March 15, 2024. These shares are cumulative, meaning any dividends not declared in a given period accumulate and must be paid in full before any distributions can be made on common or other junior securities. The Series A Preference Shares sit above Triton's common equity and all future junior capital stock in the liquidation waterfall, but rank junior to the company's entire debt and liability stack — which as of December 31, 2018 totaled approximately $7.9 billion, including $7.6 billion of debt. As a Bermuda holding company issuer, there is structural subordination risk: the preference shares have no direct claim on subsidiary assets and depend on cash flowing up from operating subsidiaries to service dividends. There is no regulatory capital trigger (Triton is not a bank), but the shares can be redeemed within 120 days of a Change of Control Triggering Event — defined as a change of control accompanied by an S&P rating downgrade or withdrawal on the preference shares within 60 days of the change of control — which provides limited protection in M&A scenarios. At the $25.00 offering price, the Series A Preference Shares yield exactly 8.50% per annum. Dividends are paid quarterly on March 15, June 15, September 15, and December 15, with the record date set as the close of business on the fifth business day before each payment date. Triton believes a portion or all of these distributions will constitute 'qualified dividend income' eligible for the preferential 15%/20% U.S. federal tax rate for individual U.S. holders meeting holding period requirements, though this is subject to PFIC risk given Triton's non-U.S. incorporation. The dividend stopper provision prohibits any cash dividend on common shares or junior securities unless all accumulated Series A dividends have been contemporaneously paid or provided for, providing meaningful income protection for preferred holders.

Summarized from the SEC prospectus filing.

Distribution History

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If full cumulative dividends on the Series A Preference Shares have not been paid, Triton may not pay dividends on its common shares or any other securities ranking junior to the Series A Preference Shares.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 65 (Strong)