Triton Container International and TAL International Group have entered into a definitive agreement under which the companies will combine in an all-stock merger of equals transaction.

The transaction, which has been unanimously approved by the board of directors of both companies, will create the world’s largest lessor of intermodal freight containers with a combined container fleet of nearly five million twenty-foot equivalent units (TEU) and revenue earning assets of $8.7 billion.

“This transaction will create a company with deep industry knowledge, enhanced operating and systems capabilities and expanded fleet size. Both Triton and TAL International have well-earned reputations for competence and reliability with our customers, suppliers and capital providers,” said Ed Schneider, co-founder and chairman of the board of Triton. “We are proud of what Triton has accomplished over the last 35 years and we believe that joining forces with TAL International is a next logical step in our evolution. We look forward to bringing together our similar cultures of dependability, high quality customer service and teamwork.”

Under the terms of the transaction agreement, Triton and TAL International will combine under a newly-formed holding company, Triton International Limited, which will be domiciled in Bermuda and is expected to be listed on the New York Stock Exchange. Triton shareholders will own 55% of the equity of the combined company and TAL International shareholders will own 45%. TAL International shareholders will receive one common share of Triton International for each share of TAL International stock owned. TAL International shareholders will also receive a special dividend of $0.54 per share upon closing of the transaction.

Triton was founded in 1980 and is currently owned by Warburg Pincus and Vestar Capital Partners, along with other private investors, including members of Triton management. Triton operates a container fleet of 2.4 million TEU, services its customers through 19 subsidiary offices in 13 countries and is domiciled in Bermuda.

TAL International was founded in 1963 and has been publicly listed since 2005. TAL International operates a container fleet of 2.4 million TEU, services its customers through 17 offices in 11 countries and is domiciled in Delaware.