Trinity Industries, Inc. Announces Pricing of Offering of $200.0 Million of Additional 7.750% Senior Notes Due 2028

Trinity Industries, Inc. (“Trinity” or the “Company”) today announced that it has finalized the terms of its offering (the “Offering”) of an additional $200.0 million aggregate principal amount of its 7.750% Senior Notes due 2028 (the “Additional Notes”). Trinity anticipates that consummation of the offering will occur on June 5, 2024, subject to customary closing conditions. The Company intends to use the net proceeds from the Offering, 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 be sold at a price of 102.50% of the principal amount thereof plus accrued interest deemed to have accrued from January 15, 2024.

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 being 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 are being offered 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.