Terms

Series

6.875% Series D Cumulative Redeemable Perpetual Preference Shares

Liquidation Preference

$25.00

Coupon Rate

6.875%

Rate Type

Fixed

Annual Dividend

$1.72

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

March 15, 2025

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Indebtedness And Other Liabilities, Senior Securities; Pari Passu With: 8.50% Series A Cumulative Redeemable Perpetual Preference Shares, 8.00% Series B Cumulative Redeemable Perpetual Preference Shares, 7.375% Series C Cumulative Redeemable Perpetual Preference Shares, Other Parity Securities; Senior To: Common Shares, Junior Securities (Any Class Not Expressly Made Senior Or Pari Passu)

Regulatory (Basel III) Call

No

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

No

Shares Offered

6,000,000

Prospectus Summary

Triton International Limited, the world's largest lessor of intermodal containers and a Bermuda-incorporated company, is offering 6,000,000 shares of its 6.875% Series D Cumulative Redeemable Perpetual Preference Shares at a liquidation preference of $25.00 per share, with dividends fixed at $1.71875 per share annually ($0.4296875 per quarter). The shares are perpetual with no stated maturity but are callable at par on or after March 15, 2025. Critically, the shares are cumulative, meaning any dividends that the board elects not to declare accumulate and must be paid in full before any dividend can be paid on common shares or other junior securities. The Series D Preference Shares sit above Triton's common equity but below all of the company's indebtedness and other liabilities — as of September 30, 2019, total debt was approximately $7.0 billion. The shares rank pari passu with the Series A (8.50%), Series B (8.00%), and Series C (7.375%) Preference Shares. Because Triton is the operating parent and there is no bank subsidiary, there is no bank structural subordination concern; however, all preference equity is structurally subordinate to approximately $7.5 billion in total liabilities. There is no regulatory capital call provision — the only special redemption trigger is a Change of Control Triggering Event (a change of control accompanied by a ratings downgrade or withdrawal within 60 days), which gives the issuer the option to redeem at $25.00 plus accrued dividends, or holders the right to convert into common shares. At par, the effective yield is 6.875%, paid quarterly on March 15, June 15, September 15, and December 15, with the record date falling on the fifth business day before each payment date. For U.S. individual holders meeting holding period requirements, dividends are expected to qualify as 'qualified dividend income' taxable at preferential capital gains rates, as Triton's shares are listed on the NYSE; however, Triton's status as a non-U.S. issuer introduces some uncertainty, and the prospectus flags potential PFIC risk. Corporate holders should note that the dividends-received deduction (DRD) is generally unavailable for dividends from non-U.S. corporations. The dividend stopper prevents any dividend on common shares unless full cumulative dividends on the Series D and all parity preferred shares are current.

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 D Preference Shares and all parity securities have not been paid through the most recent dividend payment date, no dividends may be paid on common shares or any other junior securities.

Div Score Breakdown

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