Triton International Limited Subsidiary Commences Consent Solicitation From Fixed Rate Note Holders

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3 days ago

HAMILTON, Bermuda, August 07, 2025--(BUSINESS WIRE)--August 6, 2025-- GCI Funding I LLC ("GCI Funding") today announced that, in connection with the acquisition on July 1, 2025 of GCI Funding and certain of its affiliates by Triton Container International Limited ("TCIL"), a wholly-owned subsidiary of Triton International Limited ("Triton"), GCI Funding has commenced a consent solicitation (the "Consent Solicitation") to amend certain agreements (the "Note Agreements") relating to its prior issuance of fixed rate notes secured by pools of intermodal containers (the "Containers"). The amendments to the Note Agreements are intended, among other things, (i) to permit TCIL to manage the Containers on behalf of GCI Funding in a manner consistent with TCIL's management of intermodal containers owned by TCIL and its subsidiaries and (ii) to more closely conform default events, financial tests and other provisions in the Note Agreements to similar provisions in the agreements governing outstanding secured indebtedness of TCIL and its subsidiaries.
The Consent Solicitation pertains to the following series of fixed rate notes (the "Notes"):
Title of Security
CUSIP Number
Current Aggregate Series 2021-1 Class A Note Principal Balance
Initial Aggregate Series 2021-1 Class A Note Principal Balance
Consent Fee (per $1,000 Current Unpaid Principal Balance)
GCI Funding I Fixed Rate Note, Series 2021-1, Class A
36166VAE5 (144A)
G37752AC9 (Reg S)
$152,662,953
$241,000,000
$0.50
The consents relate to proposed amendments to the indenture and the supplemental indenture governing the Notes and the related management agreement and manager transition agreement, the amendment and restatement of GCI Funding's operating agreement and the joinder of GCI Funding to an intercreditor agreement and related account control agreement to which TCIL and certain of its subsidiaries are party (collectively, the "Proposed Amendments").
The Consent Solicitation is being made in accordance with the terms and subject to the conditions set forth in a Consent Solicitation Statement, dated August 6, 2025. The Consent Solicitation is scheduled to expire at 5:00 p.m., New York City time, on August 14, 2025, unless extended by GCI Funding (the "Expiration Date"). Holders of Notes may revoke their consent at any time up to 5:00 p.m., New York City time, on August 14, 2025 (the "Revocation Deadline").
Holders of Notes who validly deliver consents to the Proposed Amendments in the manner described in the Consent Solicitation Statement will be eligible to receive a consent fee equal to $0.50 per $1,000 unpaid principal balance of the Notes for which consents have been validly delivered prior to the Expiration Date and not validly revoked prior to the Revocation Deadline. Holders providing consents after the Expiration Date will not receive the consent fee. The consent fee will be paid to consenting holders as promptly as practicable after the satisfaction or waiver of the conditions to the Consent Solicitation, as further described in the Consent Solicitation Statement.
Approval of the Proposed Amendments requires the consent of the holders of not less than a majority of the aggregate unpaid principal balance of the Notes (the "Requisite Consents"). Only holders of the Notes are being solicited for their consent to the Proposed Amendments.
The consummation of the Consent Solicitation is subject to a number of conditions that are set forth in the Consent Solicitation Statement, including, without limitation, (i) the receipt by the Tabulation Agent (as defined below), on or prior to the Expiration Date, of the Requisite Consents, (ii) the Proposed Amendments being executed and becoming effective, and (iii) the absence of any regulatory or other legal impediments to the prompt implementation of the Proposed Amendments, the entering into of the Proposed Amendments or the payment of any Consent Fee to the holders of Notes in respect thereof or any law, regulation or proceeding that would question the legality or validity of any thereof.
If the Requisite Consents are received, then, upon execution of the Proposed Amendments and payment of the consent fee, the Proposed Amendments will be operative and be binding upon all holders of Notes, whether or not such holders have delivered consents to the Proposed Amendments.
A more comprehensive description of the Consent Solicitation and the Proposed Amendments can be found in the Consent Solicitation Statement.
GCI Funding has retained D.F. King & Co., Inc. to serve as its tabulation agent for the consent solicitation (the "Tabulation Agent"). Questions concerning the terms of the Consent Solicitation and requests for documents should be directed to D.F. King & Co., 48 Wall Street, 22nd Floor, New York, NY 10005, Attention: Andrew Beck. Banks and brokers please call [phone]; all others please call [phone]. RBC Capital Markets, LLC is serving as the solicitation agent for the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to RBC Capital Markets, LLC at [phone] (toll-free) or [phone].
This press release and the Consent Solicitation Statement do not constitute an offer to sell or a solicitation of an offer to purchase any Notes or other securities. The Consent Solicitation is being made only by, and pursuant to the terms of, the Consent Solicitation Statement, and the information in this press release is qualified in its entirety by reference to the Consent Solicitation Statement. No recommendation is made, or has been authorized to be made, as to whether or not holders of Notes should consent to the adoption of the Proposed Amendments or to any other matters that are the subject of the Consent Solicitation. Each holder of Notes must make its own decision as to whether to give its consent to the Proposed Amendments and such other matters.
About Triton International Limited
Triton International Limited is the world's largest lessor of intermodal freight containers. With a container fleet of more than 7 million twenty-foot equivalent units ("TEU") of owned and managed containers, Triton's global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis.
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Jeremy GlickVP, TreasurerTel: [phone]Email: [e-mail]
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