UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|Date of Report (Date of Earliest Event Reported):|| ||March 15, 2021|
(Exact name of registrant as specified in its charter)
| || || |
|(State or other jurisdiction |
|(Commission File No.)||(I.R.S. Employer |
14221 N. Dallas Parkway, Suite 1100,
Dallas, Texas 75254-2957
(Address of Principal Executive Offices, and Zip Code)4
Registrant's Telephone Number, Including Area Code
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock||TRN||New York Stock Exchange|
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 March 15, 2021, Trinity Industries, Inc.'s subsidiary, Trinity Industries Leasing Company; Trinity Rail Leasing Warehouse Trust; Credit Suisse AG, New York Branch, as Agent for the Lenders; the Lenders; and Wilmington Trust Company, as Collateral Agent and Depositary, entered into the Fifth Amended and Restated Warehouse Loan Agreement relating to the Warehouse Loan Agreement dated as of June 27, 2002 (the “Fifth Restatement”). The Fifth Restatement extends the availability period of this facility through March 15, 2024. It was previously set to mature on March 15, 2021. The Fifth Restatement also, among other things, (i) increases maximum availability under the facility from $750 million to $1.0 billion, with a potential additional increase of up to an additional $250 million, and (ii) provides for a Facility Margin (as defined in the Fifth Restatement) of 185 basis points.
A copy of the Fifth Restatement is attached as Exhibit 10.1 and is incorporated by reference. The description of the Fifth Restatement contained herein does not purport to be complete and is qualified in its entirety by the full text of the exhibit.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See “Item 1.01 Entry into a Material Definitive Agreement.”
Item 9.01 Financial Statements and Exhibits.
(a) - (c) Not applicable.
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.|
|March 17, 2021||By:||/s/ Eric R. Marchetto|
|Name: Eric R. Marchetto|
|Title: Executive Vice President and Chief Financial Officer|