Trinity Industries Completes Sales of Highway Products Business

Trinity Industries completed the previously announced sale of its highway products business for $375 million in cash, subject to certain adjustments based on levels of cash, debt, and working capital at closing and for certain other items. The highway products business was sold to Rush Hour Intermediate II, an entity owned by an affiliated investment fund of Monomoy Capital Partners.

In conjunction with the closing, Trinity Industries intends to repurchase $250 million of its $0.01 par value common stock, representing 8.78 million shares, from ValueAct Capital Master Fund, reducing ValueAct’s ownership to approximately 3.87 million shares. The shares will be repurchased from ValueAct at a price of $28.49 per share, representing a 3.5% discount from the closing price for a share of Trinity Industries’ common stock on the New York Stock Exchange on Dec. 30, 2021. The repurchase from ValueAct is separate from, and does not reduce the authorized amount remaining under, Trinity Industries’ existing $250 million share repurchase program (the existing program), which was approved by its board of directors in September 2021.

Trinity Industries also intends to enter into an accelerated share repurchase (ASR) program with JPMorgan Chase Bank to repurchase $125 million of common stock under the existing program. Under the anticipated terms of the ASR, Trinity Industries will receive an initial delivery of shares representing approximately 80% of the notional amount of the ASR, with the specific amount of shares to be based on the closing price for a share of Trinity Industries’ common stock on Dec. 31, 2021. The final number of shares to be repurchased under the ASR will be based on the average of Trinity Industries’ daily volume-weighted average stock price, less a discount, during the term of the ASR program, which is expected to be completed by Q3/22. The ASR program is expected to commence today. Approximately $73 million of the existing program will remain after the completion of the ASR.

“I again want to thank our dedicated highway employees for their hard work at Trinity and wish them success under their new ownership,” Jean Savage, CEO and president of Trinity Industries, said. “Today’s announcements reinforce our company’s stated goals of optimizing our capital structure and our business while also creating substantial value for our shareholders.”

Beginning with Q4/21, Trinity Industries will report the results of its highway products business, including the gain on the sale, as part of discontinued operations.

Trinity Industries, which is headquartered in Dallas, owns businesses that are providers of rail transportation products and services in North America.

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