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Brookfield Infrastructure buys Triton for $13.3bn

Merged: container lessor Triton International is being bought by Brookfield Infrastructure for $13.3 billion (Photograph by JB Reed/Bloomberg News)

Bermudian-based Triton International Limited, the world's largest lessor of intermodal freight containers, is to be acquired by Brookfield Infrastructure in a $13.3 billion take-private transaction.

Jointly announcing the deal, they said Triton and Brookfield Infrastructure Partners LP, through its subsidiary Brookfield Infrastructure Corporation and its institutional partners, have a definitive agreement for Triton to be acquired in a cash and stock transaction valuing the company’s common equity at approximately $4.7 billion and reflecting a total enterprise value of approximately $13.3 billion.

“We believe this transaction provides an excellent outcome for all of Triton’s stakeholders,” said Brian M. Sondey, the chief executive of Triton.

“The sale price provides significant value to our investors and represents a 35 per cent premium to yesterday’s closing share price.

“For our long-term shareholders, this transaction crystallises a total shareholder return of approximately 700 per cent since the 2016 merger of Triton and TAL International.

Brian Sondey, chairman and CEO of Triton

“For our customers and employees, Brookfield Infrastructure’s significant resources and long-term investment horizon will support Triton’s franchise, underpin our commitment to providing unrivalled service and support continued investment in our growing business.”

Sam Pollock, the chief executive of Brookfield Infrastructure, said: “Triton is an attractive business with highly contracted and stable cashflows, strong margins and a track record of value creation.

“This transaction provides Brookfield Infrastructure with a high going-in cash yield, strong downside protection and a platform for growth in the transportation and logistics sector.

“The transaction consideration also provides the opportunity for Triton shareholders to benefit from owning a globally diversified portfolio of infrastructure assets within a platform that has a proven history of generating long-term value for its shareholders.”

The total consideration of $85 per Triton common share will consist of $68.50 in cash and $16.50 in BIPC Class A exchangeable shares. At closing, BIP’s equity investment is expected to be approximately $1 billion, inclusive of the BIPC shares.

The transaction is expected to close in the fourth quarter of 2023, subject to customary closing conditions, including approval by Triton’s shareholders and receipt of required regulatory approvals.

The transaction has been unanimously approved and recommended by the board of directors of Triton. The transaction has also received all required approvals from Brookfield Infrastructure, is not subject to a financing condition and is not subject to approval from BIPC shareholders.

Upon the closing of the transaction, Triton’s common shares will be delisted from the New York Stock Exchange.

Triton has a container fleet of more than seven million 20-foot-equivalent units.

Brookfield Infrastructure owns and operates high-quality, long-life assets in the utilities, transport, midstream and data sectors across North and South America, the Asia Pacific and Europe.

Investors can access its portfolio either through Brookfield Infrastructure Partners LP, a Bermudian-based limited partnership, or Brookfield Infrastructure Corporation, a Canadian corporation.

Brookfield Infrastructure is the flagship listed infrastructure company of Brookfield Corporation, a global alternative asset manager with approximately $800 billion of assets under management.

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Published April 13, 2023 at 7:48 am (Updated April 13, 2023 at 7:48 am)

Brookfield Infrastructure buys Triton for $13.3bn

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