Trinity Industries, Inc. Announces Offering of Additional 7.750% Senior Notes Due 2028

Rhea-AI Summary

Trinity Industries announced a $200 million offering of additional 7.750% Senior Notes due 2028. The new notes will fund the repayment of 4.550% Senior Notes due 2024 and cover associated fees and costs. The company previously issued $400 million of these notes in June 2023, and with this new issuance, it will have $600 million in total outstanding. These notes are not registered under the Securities Act of 1933, and will be offered to qualified institutional buyers and certain non-U.S. persons. This announcement does not constitute an offer to sell or solicit buys in any jurisdiction where it would be unlawful.

Positive

• Offering of $200 million in additional 7.750% Senior Notes due 2028.
• Total outstanding amount of Senior Notes due 2028 will reach $600 million.
• Proceeds will finance repayment of 4.550% Senior Notes due 2024, reducing short-term debt.
• Notes to be offered to qualified institutional buyers and certain non-U.S. persons, expanding investor base.

Negative

• New notes issued at 7.750% interest, significantly higher than the 4.550% notes being repaid, increasing overall interest expense.
• Additional $200 million in debt could increase leverage and financial risk.
• Notes not registered under the Securities Act, limiting investor protections.
• Reliance on cash on hand and borrowings under corporate revolving credit facility could strain liquidity.

Financial Analyst

Trinity Industries' decision to issue an additional $200 million in Senior Notes due 2028 is significant for several reasons. First, the company intends to use these funds to repay its existing 4.550% Senior Notes due 2024, effectively refinancing its debt at a higher interest rate of 7.750%. Though this might initially seem counterintuitive, it could indicate Trinity’s strategic decision to manage its debt maturity profile, extending it by four more years and potentially avoiding near-term liquidity issues. This move can be seen as a risk management tactic, albeit with higher interest costs.

Interest Rate Environment: It is essential to consider that the prevailing interest rate environment is higher now than it was when the original 4.550% notes were issued, making a 7.750% rate more reflective of current market conditions. This can be both a challenge and an opportunity. While the higher interest rate will increase debt servicing costs, it could also suggest that Trinity has some confidence in its future cash flow to manage these higher payments.

Impact on Financial Health: From a financial stability standpoint, the issuance of additional notes could be seen as leveraging the company’s balance sheet further. Investors should scrutinize Trinity’s debt-to-equity ratio and interest coverage ratio post-issuance to understand the potential long-term impacts better. A higher debt load with increased interest costs could pressure earnings, but if managed well, it could also be a sign of prudent financial planning.

Market Perception: The market’s reception to this offering will be crucial. If investors perceive the move positively, it could imply confidence in Trinity’s future prospects and creditworthiness. However, any negative sentiment could impact the stock price due to concerns over increased leverage and interest burdens.

Corporate Credit Analyst

The issuance of additional 7.750% Senior Notes by Trinity Industries is a noteworthy event from a corporate credit perspective. The company's decision to refinance its existing 4.550% Senior Notes due 2024 with these new notes suggests a strategic move to extend debt maturity and perhaps align better with their long-term financial strategy.

Credit Quality: The higher interest rate of 7.750% will undoubtedly elevate the company’s interest expense, which could impact its credit metrics such as the interest coverage ratio and debt-to-EBITDA ratio. Credit analysts will be keen to observe how these metrics evolve post-issuance. An increase in leverage might lead to a reassessment of the company’s credit rating, which could have broader implications for future financing costs and access to capital markets.

Securities Exemption: The fact that these notes are being offered via Rule 144A and Regulation S means they are directed at institutional and qualified non-U.S. investors, which can be seen as a positive move to tap into a broader and potentially more stable investor base. However, these exemptions also imply higher costs and fewer protections for the company compared to a fully registered offering.

Structural Protections: The guarantees from existing and future domestic subsidiaries provide some level of security for noteholders, which might be a reassuring factor for potential investors. These structural protections play a critical role in the overall risk assessment of the bonds.

Overall, this move by Trinity Industries could be seen as a mixed bag, with potential short-term financial strain but also long-term strategic benefits.

DALLAS--(BUSINESS WIRE)-- Trinity Industries, Inc. (“Trinity” or the “Company”) today announced that it intends to offer (the “Offering”) an additional $200.0 million aggregate principal amount of its 7.750% Senior Notes due 2028 (the “Additional Notes”). Trinity intends to use the net proceeds from the Offering, if consummated, together with cash on hand and/or borrowings under its corporate revolving credit facility, to (i) finance the repayment in full of its 4.550% Senior Notes due 2024 and (ii) pay related fees, costs, premiums and expenses in connection therewith and with the Offering.

The Additional Notes will constitute a further issuance of the Company’s 7.750% Senior Notes due 2028 in the aggregate principal amount of $400.0 million, which were issued on June 30, 2023 (the “Existing Notes”). The Additional Notes will have identical terms and conditions (other than the original issue date, issue price, the first interest payment date and the first date from which interest will accrue) as the Existing Notes. Upon the completion of the Offering, the Company will have $600.0 million in aggregate principal amount of 7.750% Senior Notes due 2028 outstanding.

Each of the Company’s existing and future domestic subsidiaries that guarantees its existing corporate revolving credit facility and the Existing Notes is expected to guarantee the Additional Notes.

The Additional Notes and related guarantees to be offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Additional Notes and related guarantees may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Additional Notes and related guarantees will be offered by the initial purchasers only to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act, subject to market and other conditions.

This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act and it is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Additional Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward-Looking Statements

Some statements in this press release, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Trinity’s estimates, expectations, beliefs, intentions or strategies for the future, and the assumptions underlying these forward-looking statements, including, but not limited to, future financial and operating performance, future opportunities, the Offering and the use of proceeds therefrom, and any other statements regarding events or developments that Trinity believes or anticipates will or may occur in the future. Trinity uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “projected,” “outlook” and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this release and Trinity expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Trinity’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by federal securities laws. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or present expectations, including, but not limited to, risks and uncertainties regarding economic, competitive, governmental and technological factors affecting Trinity’s operations, markets, products, services and prices, and such forward-looking statements are not guarantees of future performance. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and “Forward-Looking Statements” in Trinity’s Annual Report on Form 10-K for the most recent fiscal year, as may be revised and updated by Trinity’s Quarterly Reports on Form 10-Q and Trinity’s Current Reports on Form 8-K.

About Trinity

Trinity Industries, Inc., headquartered in Dallas, Texas, owns businesses that are leading providers of rail transportation products and services in North America. Our businesses market their railcar products and services under the trade name TrinityRail®. The TrinityRail platform provides railcar leasing and management services; railcar manufacturing; railcar maintenance and modifications; and other railcar logistics products and services. Beginning January 1, 2024, Trinity reports its financial results in two reportable business segments: (1) Railcar Leasing and Services Group, formerly the Railcar Leasing and Management Services Group, and (2) Rail Products Group.

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Investor Contact

Leigh Anne Mann

Vice President, Investor Relations

Trinity Industries, Inc.

Investors: (214) 631-4420

Media Contact

Jack L. Todd

Vice President, Public Affairs

Trinity Industries, Inc.

Media Line: (214) 589-8909

Source: Trinity Industries, Inc.

FAQ

What is the interest rate on Trinity Industries' new Senior Notes?

The new Senior Notes have an interest rate of 7.750%.

What is the total amount of Senior Notes due 2028 Trinity Industries will have after the new issuance?

After the new issuance, Trinity Industries will have $600 million in Senior Notes due 2028.

Why is Trinity Industries issuing new Senior Notes?

Trinity Industries is issuing new Senior Notes to repay 4.550% Senior Notes due 2024 and cover related costs.

Are the new Senior Notes registered under the Securities Act?

No, the new Senior Notes are not registered under the Securities Act and will be offered to qualified institutional buyers and certain non-U.S. persons.

What will Trinity Industries use the proceeds from the new Senior Notes for?

The proceeds will be used to repay the 4.550% Senior Notes due 2024 and to cover associated fees and expenses.