Terms

Series

8.00% Series B Cumulative Redeemable Perpetual Preference Shares

Liquidation Preference

$25.00

Coupon Rate

8%

Rate Type

Fixed

Annual Dividend

$2.00

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

September 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 Class Or Series Of Capital Stock Expressly Made Senior To The Series B Preference Shares); Pari Passu With: 8.50% Series A Cumulative Redeemable Perpetual Preference Shares, Any Other Parity Securities Established After Original Issue Date; Senior To: Common Shares, Junior Securities (Any Class Or Series Of Capital Stock Not Expressly Made Senior To Or On Parity With The Series B Preference Shares)

Regulatory (Basel III) Call

No

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

No

Shares Offered

5,000,000

Prospectus Summary

Triton International Limited, the world's largest intermodal container lessor incorporated in Bermuda, is offering 5,000,000 shares of its 8.00% Series B Cumulative Redeemable Perpetual Preference Shares at a liquidation preference of $25.00 per share, targeted for NYSE listing under 'TRTN PR B.' These are direct preference shares (not depositary shares) paying a fixed $2.00 per share annually ($0.50 per quarter). The shares are cumulative, meaning any missed dividend payments accumulate and must be paid in full before Triton can pay dividends on common stock or other junior securities — providing meaningful downside protection for income investors relative to non-cumulative structures. The issuer may redeem at $25.00 on or after September 15, 2024. The Series B Preference Shares sit above common equity and all junior securities in the capital stack, and rank pari passu with Triton's 8.50% Series A Cumulative Redeemable Perpetual Preference Shares. However, they are subordinated to all of Triton's debt and other liabilities — as of March 31, 2019, approximately $7.4 billion in total debt. As a Bermuda holding company issuer, there is no bank-subsidiary structural subordination concern, but the sheer quantum of senior debt means preferred holders face meaningful credit risk. There is no regulatory capital call provision (Triton is not a bank). A Change of Control Triggering Event (a change of control accompanied by a rating downgrade or withdrawal within 60 days) gives the issuer an optional redemption right and holders a conversion right into common shares, capped at 1.58178 common shares per preferred share. At the $25.00 offering price, the Series B Preference Shares yield exactly 8.00% annually ($2.00/share), paid quarterly on March 15, June 15, September 15, and December 15, with the record date set at the close of business on the fifth business day before each payment date. For U.S. individual investors who meet holding period requirements, dividends are expected to qualify as 'qualified dividend income' taxable at preferential 15%/20% capital gains rates, which is notable given Triton's non-U.S. (Bermuda) status; corporate holders should note that the dividends-received deduction is not mentioned as available. The dividend stopper prevents any common stock dividend from being paid if Series B cumulative dividends are in arrears, reinforcing income priority — though the board retains discretion to withhold declaration, and arrears can accumulate indefinitely on this perpetual security.

Summarized from the SEC prospectus filing.

Distribution History

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Triton has not paid full cumulative dividends on the Series B Preference Shares and any parity securities through the most recent dividend payment dates, it cannot declare or pay any dividends on common shares or other junior securities.

Div Score Breakdown

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