Triton is a Brookfield Infrastructure portfolio company. On September 28, 2023, Triton was acquired by Brookfield Infrastructure Partners L.P. (“BIP”) (NYSE: BIP, TSX: BIP.UN), through its subsidiary Brookfield Infrastructure Corporation (“BIPC”) and its institutional partners (collectively, “Brookfield Infrastructure”).

Yes. On September 28, 2023, Triton International Limited (“Triton” or the "Company") was acquired by Brookfield Infrastructure Partners L.P. (“BIP”) (NYSE: BIP, TSX: BIP.UN), through its subsidiary Brookfield Infrastructure Corporation (“BIPC”) and its institutional partners (collectively, “Brookfield Infrastructure”).

Triton common shareholders were entitled to receive consideration per share equal in value to $68.50 in cash and 0.3895 BIPC class A exchangeable shares (“BIPC Shares”) based on the volume-weighted average sales price per BIPC Share on the New York Stock Exchange (“NYSE”) over the ten consecutive trading days ending on September 26, 2023.

Triton common shareholders were entitled to elect the form of consideration they wished to receive in exchange for their common shares, subject to proration in the event the all-cash form of consideration or all-BIPC Shares form of consideration was oversubscribed, as further described in the proxy statement / joint prospectus (as amended and supplemented, the “Proxy Statement / Joint Prospectus”) for the transaction, which was declared effective by the SEC on July 6, 2023.

The last trading day for Triton’s common shares on the NYSE was September 27, 2023. Since the closing of the transaction, Triton’s common shares are no longer traded on any public market.

Holders of approximately 13.6 million Triton common shares elected the mixed consideration and received $68.50 in cash and 0.3895 BIPC Shares for each Triton common share.

Holders of approximately 22.3 million Triton common shares elected the all-cash consideration and received approximately $83.16 in cash for each Triton common share.

Holders of approximately 3.1 million Triton common shares elected the all-BIPC Share consideration and received approximately 2.21 BIPC shares for each Triton common share.

Holders of approximately 11.7 million Triton common shares elected the no election option or failed to make a valid election by the election deadline and received approximately $54.61 in cash and 0.76 BIPC Shares for each Triton common share.

Shareholders received cash in lieu of fractional shares.

The election results set forth above do not take into account certain excluded shares that were not eligible to make elections under the Agreement and Plan of Merger dated April 11, 2023.

Holders of approximately 13.6 million Triton common shares elected the mixed consideration and received $68.50 in cash and 0.3895 BIPC Shares for each Triton common share.

Holders of approximately 22.3 million Triton common shares elected the all-cash consideration and received approximately $83.16 in cash for each Triton common share.

Holders of approximately 3.1 million Triton common shares elected the all-BIPC Share consideration and received approximately 2.21 BIPC shares for each Triton common share.

Holders of approximately 11.7 million Triton common shares elected the no election option or failed to make a valid election by the election deadline and received approximately $54.61 in cash and 0.76 BIPC Shares for each Triton common share.

Shareholders received cash in lieu of fractional shares.

The election results set forth above do not take into account certain excluded shares that were not eligible to make elections under the Agreement and Plan of Merger dated April 11, 2023.

The Proxy Statement/Joint Prospectus may be accessed here.

The transaction was considered to be a taxable transaction for U.S. federal income tax purposes, regardless of the form of consideration that the shareholder elected to receive. See Triton’s Proxy Statement/Joint Prospectus for further information. If you have tax-related questions, please contact your tax advisor.

The transaction is expected to be taxable for U.S. federal income tax purposes, regardless of the form of consideration that the shareholder elected to receive. See Triton’s Proxy Statement/Joint Prospectus for further information. If you have tax-related questions, please contact your tax advisor.

Yes, Triton filed Form 8937 on October 31, 2023. A copy of the form is available here.

If you have questions regarding receiving the merger consideration, you may contact Computershare Trust Company, N.A., the Exchange Agent for the transaction, at (877) 373-6374, or Innisfree M&A Incorporated, the Information Agent for the transaction, at (877) 750-0926.

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The last trading day for Triton’s common shares on the NYSE was September 27, 2023. Since the closing of the transaction, Triton’s common shares are no longer traded on any public market.

Triton's outstanding preference shares are listed on the NYSE.

Yes, Triton currently pays quarterly dividends on each of its series of preference shares, when approved by the Company’s board of directors. Please find the current and historical level of dividend payments in the Dividends history section of our website.

The preference shares have the same dividend rights and other preferences that existed prior to the closing of the transaction.

The final characterization of Triton’s distributions for tax purposes will be set forth on each individual shareholder’s Form 1099-DIV.

The estimated tax treatment of each of Triton’s distributions can be found on Form 8937, which is available in the Dividends history section of our website.

The portion of a distribution that is not taxable (a return of capital) reduces the adjusted basis of a shareholder’s stock to the extent of such shareholder’s tax basis in such shares, with any excess treated as gain from the sale or exchange of such shares.

The final characterization of Triton’s distributions for tax purposes will be set forth on each individual shareholder’s Form 1099-DIV.

The estimated tax treatment of each of Triton’s distributions can be found on Form 8937, which is available in the Dividends History section of our website.

The portion of a distribution that is not taxable (a return of capital) reduces the adjusted basis of a shareholder’s stock to the extent of such shareholder’s tax basis in such shares, with any excess treated as gain from the sale or exchange of such shares.

Triton will continue to issue Form 1099s for the dividends on our preference shares. Please contact your financial advisor or broker for a copy of Form 1099. If you are a registered shareholder, you will receive a copy of Form 1099 from Triton’s transfer agent. Triton does not issue K-1s.

Yes. Triton is a “foreign private issuer” under SEC rules and therefore files Annual Reports on Form 20-F and quarterly reports on Form 6-K. Our filings can be found on the SEC's website or under the SEC Filings section of our Investors website here.

Yes, following the acquisition Triton remains subject to SEC reporting requirements. Effective January 1, 2025, Triton qualified as a foreign private issuer, and as a result, Triton no longer files annual reports on Form 10-K, quarterly reports on Form 10-Q or current reports on Form 8-K. Instead, Triton files its annual report on Form 20-F and other reports on Form 6-K.

Computershare Investor Services
PO Box 43006
Providence, RI 02940-3006
(877) 373 6374
https://www.computershare.com/us

Please contact Triton Investor Relations at TIL.Investors@trtn.com or (+1) 914-697-2900.