UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
TRITON INTERNATIONAL LIMITED
(Exact Name of Registrant as Specified in Its Charter)
Bermuda | 98-1276572 | |
(State of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
Victoria Place, 5th Floor
31 Victoria Street
Hamilton, HM 10 Bermuda
(Address of Principal Executive Offices Including Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be Registered |
Name of Each Exchange on Which Each Class is to be Registered |
|
5.75% Series E Cumulative Redeemable Perpetual Preference Shares, par value $0.01 per share | The New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a call of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement file number to which this form relates:
333-248482
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrants Securities to be Registered.
The class of securities to be registered hereby is the 5.75% Series E Cumulative Redeemable Perpetual Preference Shares, par value $0.01 per share with a liquidation preference of $25.00 per share (the Series E Preference Shares), of Triton International Limited (the Registrant). The descriptions of the terms of the Series E Preference Shares are incorporated herein by reference to the Registrants prospectus supplement, dated August 11, 2021 (the Prospectus Supplement) together with the accompanying prospectus, dated August 28, 2020 (the Base Prospectus and together with the Prospectus Supplement, the Prospectus) relating to the offering of the Series E Preference Shares, which Prospectus forms a part of the Registrants Registration Statement on Form S-3 (File No. 333-248482) filed with the Securities and Exchange Commission on August 28, 2020. Reference is made specifically to the section in the Base Prospectus captioned Description of our Share Capital and to the section in the Prospectus Supplement captioned Description of Series E Preference Shares.
Item 2. Exhibits.
Exhibit
|
Description |
|
3.1 | Amended and Restated Bye-Laws of Triton International Limited, dated April 27, 2021 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 10-Q, filed July 27, 2021). | |
3.2 | Memorandum of Association of Triton International Limited, dated September 29, 2015 (incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q, filed June 23, 2016). | |
4.1 | Certificate of Designations of 5.75% Series E Cumulative Redeemable Perpetual Preference Shares (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed August 17, 2021). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
TRITON INTERNATIONAL LIMITED | ||||||||
Date: August 18, 2021 | By: |
/s/ Carla L. Heiss |
||||||
Name: | Carla L. Heiss | |||||||
Title: | Senior Vice President, General Counsel and Secretary |