New $600M revolver extends Trinity (NYSE: TRN) credit capacity
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Trinity Industries, Inc. entered into a Third Amended and Restated Credit Agreement providing a $600.0 million unsecured revolving line of credit. The facility matures on the earlier of June 12, 2031, or April 15, 2028 if the Company’s 7.750% senior notes due 2028 are not fully repaid.
The Credit Agreement allows up to $300.0 million of additional commitments and includes up to $100.0 million in letter of credit capacity, which reduces revolver availability when used. Interest is based on SOFR, CORRA, or a U.S. base rate plus a margin tied to a leverage ratio, initially 1.50% per year.
A commitment fee of 0.175% to 0.30% per year on unused capacity is set initially at 0.20%. Certain material domestic subsidiaries guarantee the obligations, and the agreement includes customary covenants and financial ratio tests. As of June 12, 2026, no loans were outstanding under this facility, which replaces the prior 2022 credit agreement.
Positive
- None.
Negative
- None.
8-K Event Classification
4 items: 1.01, 1.02, 2.03, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Revolving credit facility size: $600.0 million
Accordion feature: $300.0 million
Letter of credit sublimit: $100.0 million
+5 more
8 metrics
Revolving credit facility size
$600.0 million
Unsecured revolving line of credit under new Credit Agreement
Accordion feature
$300.0 million
Potential increase in commitments under Credit Agreement
Letter of credit sublimit
$100.0 million
Maximum borrowing capacity available for letters of credit
Maturity date latest
June 12, 2031
Final maturity unless 2028 notes trigger earlier date
Conditional earlier maturity
April 15, 2028
If 7.750% senior notes due 2028 are not fully repaid
Senior notes coupon
7.750%
Coupon rate on senior notes due 2028 referenced in covenant
Initial interest margin
1.50% per annum
Margin over SOFR, CORRA, or base rate based on leverage
Commitment fee range
0.175%–0.30% per annum
Fee on unused revolver capacity, initially 0.20%
Key Terms
Third Amended and Restated Credit Agreement, revolving line of credit, Secured Overnight Financing Rate, Canadian Overnight Repo Rate Average, +2 more
6 terms
Third Amended and Restated Credit Agreement financial
"entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”)"
revolving line of credit financial
"provides for a $600.0 million unsecured revolving line of credit"
A revolving line of credit is a flexible borrowing arrangement that allows a person or business to access funds up to a set limit whenever needed, much like a prepaid card. As money is repaid, it becomes available to borrow again, making it a convenient way to manage cash flow or cover ongoing expenses. Investors pay attention to it because it reflects a company’s ability to access quick funds and manage financial flexibility.
Secured Overnight Financing Rate financial
"based on ... a term rate based on the Secured Overnight Financing Rate"
A secured overnight financing rate (SOFR) is a daily benchmark interest rate that reflects the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Think of it as the market price to “rent” cash for a day with a very safe pledge, similar to paying a short-term rental fee for money backed by government bonds. Investors track SOFR because it underpins pricing for loans, bonds and derivatives, so movements change borrowing costs, interest income and the valuation of interest-rate–linked positions.
Canadian Overnight Repo Rate Average financial
"or the Canadian Overnight Repo Rate Average, as applicable"
Leverage Ratio financial
"based on the Company’s leverage ... to consolidated EBITDA ratio (“Leverage Ratio”)"
Leverage ratio measures how much a company relies on borrowed money compared with its own funds or assets, typically expressed as debt relative to equity or total assets. Like a homeowner with a mortgage, higher leverage can amplify returns when business is strong but also raises the chance of big losses or default if revenue falls, so investors use it to judge financial risk and resilience.
Material Domestic Subsidiaries financial
"certain of the Company’s Material Domestic Subsidiaries (as defined in the Credit Agreement)"
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | ||||||||
_______________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices, and Zip Code)
(214 ) 631-4420
Registrant's Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
______________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| NYSE Texas | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On June 12, 2026, Trinity Industries, Inc., a Delaware corporation (the “Company”), entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), by and among the Company, as borrower, the lenders party thereto (the “Lenders”), JPMorgan Chase Bank, N. A., as administrative agent, Bank of America, N.A., Truist Bank, and Wells Fargo Bank, N.A., as co-syndication agents, and Regions Bank and PNC Bank, National Association, as co-documentation agents. The Credit Agreement replaces the Company’s existing Second Amended and Restated Credit Agreement, dated as of July 25, 2022, as amended (the “Existing Credit Agreement”).
The Credit Agreement provides for a $600.0 million unsecured revolving line of credit with a maturity date of the earlier of (i) June 12, 2031, or (ii) April 15, 2028, if the Company’s 7.750% senior notes due 2028 have not been repaid in full by that date. The Company may also increase the amount of the commitments under the Credit Agreement by an aggregate amount not to exceed $300.0 million, subject to certain customary conditions. The Credit Agreement also includes borrowing capacity available for letters of credit of up to $100.0 million. Any issuance of letters of credit will reduce the amount available under the Credit Agreement.
On June 12, 2026, there were no loans borrowed under the Credit Agreement. The interest rate on borrowings under the facility is a variable rate per annum based on, at the Company’s option, either a term rate based on the Secured Overnight Financing Rate or the Canadian Overnight Repo Rate Average, as applicable, or an alternate U.S. dollar base rate, in each case, plus an applicable margin determined at the time of the borrowing based on the Company’s leverage (as measured by a consolidated total net indebtedness to consolidated EBITDA ratio (“Leverage Ratio”)). The applicable margin is initially set at 1.50% per annum. A commitment fee will accrue on the daily unused portion of the revolving facility at the rate of 0.175% to 0.30% per annum, based on the Company’s Leverage Ratio and is initially set at 0.20%.
Consistent with the Existing Credit Agreement, certain of the Company’s Material Domestic Subsidiaries (as defined in the Credit Agreement), including Trinity Industries Leasing Company, a Delaware corporation, Trinity Rail Group, LLC, a Delaware limited liability company, Trinity Tank Car, Inc., a Delaware corporation, Trinity North American Freight Car, Inc., a Delaware corporation, and TrinityRail Maintenance Services, Inc., a Delaware corporation, guaranteed the Company’s obligations under the Credit Agreement. The Credit Agreement also contains a number of customary covenants, representations and warranties and events of default, including several financial covenants that require the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum net leverage.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement.
The Information set forth in Item 1.01 is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(a) - (c) Not applicable.
(d) Exhibits:
| NO. | DESCRIPTION | |||||||
| 10.1 | Third Amended and Restated Credit Agreement, dated as of June 12, 2026, by and among the Company, as borrower, the lenders party thereto, JPMorgan Chase Bank, N. A., as administrative agent, Bank of America, N.A., Truist Bank, and Wells Fargo Bank, N.A., as co-syndication agents, and Regions Bank and PNC Bank, National Association, as co-documentation agents | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith). | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith). | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith). | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Trinity Industries, Inc. | ||||||||
| June 16, 2026 | By: | /s/ Eric R. Marchetto | ||||||
| Name: Eric R. Marchetto | ||||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||||
FAQ
What new credit facility did Trinity Industries (TRN) enter into?
Trinity Industries entered a Third Amended and Restated Credit Agreement providing a $600.0 million unsecured revolving credit line. This replaces its 2022 facility and offers flexible borrowing capacity supported by a syndicate of major banks and guarantees from key subsidiaries.
When does Trinity Industries’ new $600 million revolver mature?
The revolving credit facility matures on the earlier of June 12, 2031, or April 15, 2028 if Trinity’s 7.750% senior notes due 2028 are not fully repaid. This structure ties long-term liquidity access to timely refinancing or repayment of those notes.
How large is the potential total commitment under Trinity (TRN)’s new credit agreement?
The base unsecured revolving line is $600.0 million, and Trinity may increase commitments by up to an additional $300.0 million subject to conditions. This means total lender commitments could reach $900.0 million, expanding the company’s available bank financing capacity if fully exercised.
What are the interest and fee terms under Trinity’s new revolving credit facility?
Borrowings accrue interest at a variable rate based on SOFR, CORRA, or a U.S. base rate plus a leverage-based margin initially set at 1.50% annually. An unused commitment fee of 0.175%–0.30% applies, initially 0.20%, on the undrawn portion of the facility.
Does Trinity Industries (TRN) have any borrowings outstanding under the new credit agreement?
As of June 12, 2026, Trinity had no loans outstanding under the new revolving credit facility. The agreement currently functions as available liquidity, with capacity for future borrowing and letters of credit as business needs arise.
Which Trinity Industries subsidiaries guarantee the new credit agreement?
Certain material domestic subsidiaries, including Trinity Industries Leasing Company, Trinity Rail Group, LLC, Trinity Tank Car, Inc., Trinity North American Freight Car, Inc., and TrinityRail Maintenance Services, Inc., guaranteed Trinity’s obligations, providing additional support to lenders under the new facility.