Triton International to be acquired by Brookfield Infrastructure for $85/share in cash and stock

Triton International Ltd

Triton shareholders to receive $68.50 cash and $16.50 in BIPC shares per common share, totaling $85/share.
BIPC share consideration subject to collar: fixed share count if price outside $42.36–$49.23 range.
Unvested restricted shares and RSUs convert to cash at $85/share, vesting over time (or 12-month anniversary).
Series A–E preference shares remain outstanding after closing; no change.
Termination fees: $141.4M payable by Triton, $329.9M by Parent; regulatory approvals include HSR, CFIUS, EC, China.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Triton International Ltd entered into Agreement and Plan of Merger with Brookfield Infrastructure Corporation, Thanos Holdings Limited, Thanos MergerSub Limited (effective 2023-04-11).

Action: entry
Agreement: merger
Counterparty: Brookfield Infrastructure Corporation, Thanos Holdings Limited, Thanos MergerSub Limited
Effective: 2023-04-11

Exact text from the filing

On April 11, 2023, Triton International Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Triton” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Brookfield Infrastructure Corporation, a corporation organized under the laws of British Columbia (the “Public Parent” or “BIPC”), Thanos Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Parent”) and Thanos MergerSub Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a subsidiary of Parent (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger (the “Surviving Company”) as a subsidiary of Parent.

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Source: SEC EDGAR

accession 0001193125-23-099381

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