Attached files
| file | filename |
|---|---|
| EX-99.3 - EXHIBIT 99.3 - TRINITY INDUSTRIES INC | spinoffannouncementfaqs.htm |
| EX-99.1 - EXHIBIT 99.1 - TRINITY INDUSTRIES INC | exh991-spinoffpressrelease.htm |
| 8-K - 8-K - TRINITY INDUSTRIES INC | a121217spinoffannouncement.htm |
Trinity Industries, Inc. Announces
Intention to Spin-Off Infrastructure-
Related Businesses
December 12, 2017
Investor Contact: TrinityInvestorRelations@trin.net
Website: www.trin.net
Exhibit 99.2
Forward Looking Statements
Some statements in this presentation, which are not historical facts, are “forward-looking statements” as defined by the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include statements about Trinity's estimates, expectations, beliefs, intentions or
strategies for the future, and the assumptions underlying these forward-looking statements. Forward-looking statements may include, but are
not limited to, statements regarding the anticipated separation of Trinity into two separate public companies, the expected timetable for
completing the transaction, future financial and operating performance of each company, benefits and synergies of the transaction, strategic
and competitive advantages of each company, future opportunities for each company and any other statements regarding events or
developments that Trinity believes or anticipates will or may occur in the future. Trinity uses the words “anticipates,” “assumes,” “believes,”
“estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “outlook,” and similar expressions to identify these
forward-looking statements. Forward-looking statements speak only as of the date of this presentation, and Trinity expressly disclaims any
obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in
Trinity’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. There
is no assurance that the proposed transaction will be completed, that the Company's Board of Directors will continue to pursue a proposed
transaction (even if there are no impediments to completion), that the Company will be able to separate its businesses, or that the proposed
transaction will be the most beneficial alternative considered. Forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from historical experience or our present expectations, including but not limited to risks and uncertainties
regarding economic, competitive, governmental, and technological factors affecting Trinity’s operations, markets, products, services and
prices, as well as any changes in or abandonment of the proposed separation or the ability to effect the separation and satisfy the conditions
to the proposed separation, and such forward-looking statements are not guarantees of future performance.
For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking
statements, see “Risk Factors” and “Forward-Looking Statements” in the Company's Annual Report on Form 10-K for the most recent fiscal
year, and as may be revised and updated by our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
2
Spin-Off of Infrastructure-Related Businesses
• On December 12, 2017, Trinity Industries announced a plan to pursue the
spin-off of its infrastructure-related businesses to shareholders
• Transaction is expected to result in two separate public companies that
will benefit from:
– Leading positions in their respective industries
– Strong free cash flow generation
– Compelling growth opportunities
• Separation is planned as tax-free spin-off to shareholders for U.S. federal
income tax purposes
• Transaction is expected to be completed in the second half of 2018
3
Strategic Rationale
• Enhances Overall Growth Potential through Focused Companies
– New infrastructure company to focus on growing market opportunity in North
American infrastructure spending
– Trinity Industries to operate industry-leading integrated rail leasing,
manufacturing, and services business, providing single source for
comprehensive rail transportation solutions and services in North America
• Enables Each Company to Optimize Balance Sheet and Capital Allocation
Priorities
– Standalone companies plan to pursue distinct business strategies and
investment decisions best suited to enhance long-term growth and
shareholder value creation
• Enables Each Business to Advance a Differentiated Investment Thesis
4
Maintains Benefits of TrinityRail’s Integrated Structure
• The spin-off will preserve the TrinityRail integrated business model and its
expansive market platforms
• As premier provider of rail products and services, offers an unparalleled value
proposition for customers
• Creates a “one-stop-shop” experience and a comprehensive range of railcar
services for industrial producers, railroads, lessors, and institutional investors
• Gives the ability to pursue an optimized capital structure, efficiently allocate
capital, and effectively leverage multiple rail platforms
5
Infrastructure Company Positioned for Success
6
• New growth-oriented company that is focused on infrastructure-related products
and services
• Businesses have leading positions in construction, energy, and marine markets
• Positioned to grow free cash flows
• Will have the balance sheet strength and capital allocation flexibility to pursue
growth through acquisitions
• Offers the ability to capitalize on the large and growing market opportunity in
North American infrastructure spending
Key Milestones to Completion
7
Announcement
December 2017
Expected
Completion
H2 2018
• Refinement of new corporate and organizational structures
• Form 10 filing and SEC review process
• Organization preparation
• IRS Ruling on Tax-free status of transaction
• Final approval by Board of Directors
• Distribution of SpinCo shares