--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-245616" form_type: "8-K" ticker: "TRTN-PA" cik: "0001660734" company_name: "Triton International Ltd" filed_at: "2023-09-28T23:59:59+00:00" generated_at: "2026-06-10T07:39:36.882534+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Triton International acquired by Brookfield for ~$3.77B cash + stock; shares delisted ## Summary - Total Merger Consideration ~$3.77B in cash and 21.45M BIPC shares. - Common shareholders received $68.50 cash + 0.3895 BIPC shares per share (~$83.16 total). - Common shares delisted from NYSE; preference shares continue trading on NYSE. - CEO Brian Sondey and current executive leadership team remain in place. - KPMG resigned as auditor; Deloitte appointed as new independent accounting firm. ## SEC filing metadata - accession: 0001193125-23-245616 - form_type: 8-K - ticker: TRTN-PA - cik: 0001660734 - company_name: Triton International Ltd - filed_at: 2023-09-28T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 4.01, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/d551781d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-245616 - JSON: https://secwatch.observer/filing/0001193125-23-245616.json - Plain text: https://secwatch.observer/filing/0001193125-23-245616.txt ## Key facts - Auditor Changes KPMG LLP resigned as auditor of Triton International Ltd. - Action: resignation - Auditor: KPMG LLP source text: On September 28, 2023, the Company was notified that KPMG LLP ("KPMG") was resigning its engagement as the Company’s independent registered public accounting firm effective upon the consummation of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Auditor Changes Triton International Ltd engaged Deloitte & Touche LLP as its auditor. - Action: engagement - Auditor: Deloitte & Touche LLP source text: the Audit Committee approved the engagement of Deloitte & Touche LLP ("Deloitte") as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2023 effective upon the consummation of the Merger evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Executive change Robert L. Rosner resigned as Director at Triton International Ltd. - Action: resigned - Role: Director source text: Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Executive change Malcom P. Baker resigned as Director at Triton International Ltd. - Action: resigned - Role: Director source text: Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Executive change Terri A. Pizzuto resigned as Director at Triton International Ltd. - Action: resigned - Role: Director source text: Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Executive change Kenneth Hanau resigned as Director at Triton International Ltd. - Action: resigned - Role: Director source text: Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Executive change Claude Germain resigned as Director at Triton International Ltd. - Action: resigned - Role: Director source text: Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Executive change John C. Hellmann was appointed as Director at Triton International Ltd. - Action: appointed - Role: Director source text: Immediately following the Effective Time, Mr. Sondey, Ms. Pizzuto, David Joynt, Ben Vaughan and John C. Hellmann were appointed to the Surviving Company Board evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Executive change Annabelle Bexiga resigned as Director at Triton International Ltd. - Action: resigned - Role: Director source text: Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Executive change Ben Vaughan was appointed as Director at Triton International Ltd. - Action: appointed - Role: Director source text: Immediately following the Effective Time, Mr. Sondey, Ms. Pizzuto, David Joynt, Ben Vaughan and John C. Hellmann were appointed to the Surviving Company Board evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Executive change Niharika Ramdev resigned as Director at Triton International Ltd. - Action: resigned - Role: Director source text: Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Executive change David Joynt was appointed as Director at Triton International Ltd. - Action: appointed - Role: Director source text: Immediately following the Effective Time, Mr. Sondey, Ms. Pizzuto, David Joynt, Ben Vaughan and John C. Hellmann were appointed to the Surviving Company Board evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Executive change Gregory E. A. Morrison was appointed as Director at Triton International Ltd. - Action: appointed - Role: Director source text: James A. Bodi and Gregory E. A. Morrison, who were directors of Merger Sub immediately before the Effective Time, became members of the board of directors of the Surviving Company evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Executive change Gregory E. A. Morrison resigned as Director at Triton International Ltd. - Action: resigned - Role: Director source text: Mr. Morrison resigned from the Surviving Company Board evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Executive change Brian M. Sondey resigned as Director at Triton International Ltd. - Action: resigned - Role: Director source text: Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Executive change Brian M. Sondey was appointed as Director at Triton International Ltd. - Action: appointed - Role: Director source text: Immediately following the Effective Time, Mr. Sondey, Ms. Pizzuto, David Joynt, Ben Vaughan and John C. Hellmann were appointed to the Surviving Company Board evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Executive change Robert W. Alspaugh resigned as Director at Triton International Ltd. - Action: resigned - Role: Director source text: Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Executive change Simon R. Vernon resigned as Director at Triton International Ltd. - Action: resigned - Role: Director source text: Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Executive change John S. Hextall resigned as Director at Triton International Ltd. - Action: resigned - Role: Director source text: Brian M. Sondey, Annabelle Bexiga, Claude Germain, John S. Hextall, Kenneth Hanau, Malcom P. Baker, Niharika Ramdev, Robert L. Rosner, Robert W. Alspaugh, Simon R. Vernon and Terri A. Pizzuto each resigned from their positions as members of the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Executive change Terri A. Pizzuto was appointed as Director at Triton International Ltd. - Action: appointed - Role: Director source text: Immediately following the Effective Time, Mr. Sondey, Ms. Pizzuto, David Joynt, Ben Vaughan and John C. Hellmann were appointed to the Surviving Company Board evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Executive change James A. Bodi was appointed as Director at Triton International Ltd. - Action: appointed - Role: Director source text: James A. Bodi and Gregory E. A. Morrison, who were directors of Merger Sub immediately before the Effective Time, became members of the board of directors of the Surviving Company evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - Governance Changes Triton International Ltd: Memorandum of association of the surviving company was amended and restated in connection with the merger. - Change: charter amendment source text: Pursuant to the Merger Agreement, at the Effective Time, the memorandum of association of the Surviving Company was amended and restated in its entirety to be in substantially the form of the memorandum of association of Merger Sub as in effect immediately prior to the Effective Time (the “Memorandum of Association”). evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm - M&A Transactions Triton International Ltd underwent a change of control involving Brookfield Infrastructure Corporation (BIPC) and Thanos Holdings Limited (Parent) for approximately $3.77 billion in cash and 21.45 million BIPC Shares (closed 2023-09-28). - Action: change of control - Counterparty: Brookfield Infrastructure Corporation (BIPC) and Thanos Holdings Limited (Parent) - Consideration: approximately $3.77 billion in cash and 21.45 million BIPC Shares - Closing: 2023-09-28 source text: Common Shares of the Company not already held by Parent or its affiliates and the Company became a subsidiary of Parent. The aggregate Merger Consideration was approximately $3.77 billion in cash and 21.45 million BIPC Shares. Parent funded the cash portion of the Merger Consideration through equity financing. --- EX-99.1 (EX-99.1) --- EX-99.1 Exhibit 99.1 evidence_url: https://www.sec.gov/Archives/edgar/data/1660734/000119312523245616/0001193125-23-245616-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.