TAL International Group, Inc. (NYSE:TAL) (“TAL International”)
today announced that its wholly owned subsidiary TAL International
Container Corporation closed an add-on financing to its existing
term loan with various lenders and SunTrust Bank, as Administrative
Agent and Collateral Agent, thereby increasing the commitment of
the loan from $307 million to $407 million. All other terms and
conditions of the facility remain the same. Additionally, and as
disclosed on January 20, 2016, TAL International’s indirect wholly
owned subsidiary, TAL Advantage III LLC, successfully expanded its
asset backed warehouse credit facility from $650 million to $750
million, with no changes to the existing terms and conditions. The
proceeds from these financings will be used for general corporate
purposes, including the repayment of debt and making capital
contributions to subsidiaries to enable the repayment of their
debt. To that effect, an indirect subsidiary of TAL International,
TAL Advantage I LLC has issued notices to investors that it intends
to repay in full the TAL Advantage I Series 2005-1 Notes ($55
million outstanding) and TAL Advantage I Series 2006-1 Notes ($14
million outstanding) on February 11, 2016 and February 22, 2016,
respectively.
The Company today also provided an update on its planned merger
with Triton Container International Limited (“Triton”). On February
5, 2016, Triton International Limited (“Holdco”) filed a revised
registration statement on Form S-4/A (“S-4”), which includes a
preliminary proxy statement of TAL International and a preliminary
prospectus of Holdco, the combined, post-merger entity. The
information contained in the S-4 is subject, in its entirety, to
completion and amendment as described within the document. The
integration planning process has passed multiple key milestones,
including the formation of integration planning teams co-led by
senior leaders of both companies, and the identification of a
senior commercial management team for the combined company. The
transaction is expected to be completed in the first half of
2016.
“We are very pleased to start 2016 on a positive note by
improving our financial flexibility and making considerable
progress towards our planned merger with Triton,” said Brian
Sondey, President and CEO of TAL International. “Through this
highly complementary, all-stock combination, we continue to expect
the combined company will realize 30% net income accretion and $40
million in annual SG&A savings, while also substantially
improving our geographic footprint, product offerings, and customer
service capabilities. As we continue working to bring together
these two industry leaders, we believe that our increased scale and
efficiency as the world’s largest intermodal container leasing
company will provide substantial benefits in the current soft
operating environment and valuable operating leverage when the
market recovers.”
Triton and TAL International Merger Background
As previously announced, on November 9, 2015, TAL International
and Triton entered into a definitive agreement under which the
companies will combine in an all-stock merger of equals transaction
creating a market leading position as the largest lessor of
intermodal freight containers with an estimated 25% market share
and revenue earning assets of $8.7 billion. At this time, both
companies have now obtained all required antitrust clearances for
the proposed combination. The combined entity, to be named Triton
International Limited, will be domiciled in Bermuda and is expected
to trade on the New York Stock Exchange.
About Triton Container International Limited
Triton is one of the world’s largest lessors of intermodal cargo
containers. Domiciled in Bermuda and with 19 subsidiary offices in
13 countries, Triton has focused on providing exceptional customer
service, designing and maintaining a superior quality fleet and
operating a world-wide, customer-centric infrastructure. Through
its world-wide network of Triton regional service subsidiaries,
agents and depots, and a dedicated, experienced staff, Triton meets
its customers' needs by providing equipment in demand locations at
flexible and competitive lease terms.
About TAL International Group, Inc.
TAL International is one of the world's largest lessors of
intermodal freight containers and chassis with 17 offices in 11
countries and approximately 230 third-party container depot
facilities in 40 countries. TAL International's global operations
include the acquisition, leasing, re-leasing and subsequent sale of
multiple types of intermodal containers and chassis. TAL
International is among the world's largest independent lessors of
intermodal containers and chassis as measured by fleet size.
Forward-Looking Statements
Certain statements included in this press release are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under The Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally are
accompanied by words such as “may”, “should”, “would”, “plan”,
“intend”, “anticipate”, “believe”, “estimate”, “predict”,
“potential”, “seem”, “seek”, “continue”, “future”, “will”,
“expect”, “outlook” or other similar words, phrases or expressions.
These forward-looking statements include statements regarding our
industry, future events, the proposed transaction between Triton
and TAL International, the estimated or anticipated future results
and benefits of Triton and TAL International following the
transaction, including estimated synergies, the likelihood and
ability of the parties to successfully close the proposed
transaction, future opportunities for the combined company, and
other statements that are not historical facts. These statements
are based on the current expectations of Triton and TAL
International management and are not predictions of actual
performance. These statements are subject to a number of risks and
uncertainties regarding Triton’s and TAL International’s respective
businesses and the transaction, and actual results may differ
materially. These risks and uncertainties include, but are not
limited to, changes in the business environment in which Triton and
TAL International operate, including inflation and interest rates,
and general financial, economic, regulatory and political
conditions affecting the industry in which Triton and TAL
International operate; changes in taxes, governmental laws, and
regulations; competitive product and pricing activity; difficulties
of managing growth profitably; the loss of one or more members of
Triton’s or TAL International’s management team; the ability of the
parties to successfully close the proposed transaction; failure to
realize the anticipated benefits of the transaction, including as a
result of a delay in completing the transaction or a delay or
difficulty in integrating the businesses of Triton and TAL
International; uncertainty as to the long-term value of Holdco
common shares; the expected amount and timing of cost savings and
operating synergies; failure to receive the approval of the
stockholders of TAL International for the transaction, and those
discussed in TAL International’s Annual Report on Form 10-K for the
year ended December 31, 2014 under the heading “Risk Factors,” as
updated from time to time by TAL International’s Quarterly Reports
on Form 10-Q and other documents of TAL International on file with
the Securities and Exchange Commission ("SEC") and in the
registration statement on Form S-4 that was filed with the SEC by
Holdco. There may be additional risks that neither Triton nor TAL
International presently know or that Triton and TAL International
currently believe are immaterial which could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements provide
Triton’s and TAL International’s expectations, plans or forecasts
of future events and views as of the date of this press release.
Triton and TAL anticipate that subsequent events and developments
will cause Triton’s and TAL International’s assessments to change.
However, while Triton and TAL International may elect to update
these forward-looking statements at some point in the future,
Triton and TAL International specifically disclaim any obligation
to do so. These forward-looking statements should not be relied
upon as representing Triton’s and TAL International’s assessments
as of any date subsequent to the date of this press release.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Additional Information
This communication is not a solicitation of a proxy from any
stockholder of TAL International. In connection with the proposed
transaction, as stated above, Holdco has filed with the SEC a
registration statement on Form S-4 that includes a preliminary
prospectus of Holdco and also includes a preliminary proxy
statement of TAL International. The SEC has not yet declared the
registration statement effective. After it is declared effective,
TAL International will mail the proxy statement/prospectus to its
stockholders. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) BECAUSE IT CONTAINS IMPORTANT INFORMATION. You are able to
obtain the proxy statement/prospectus, as well as other filings
containing information about TAL and Triton International Limited
free of charge, at the website maintained by the SEC at
www.sec.gov. Copies of the proxy statement/prospectus and the
filings with the SEC that are incorporated by reference in the
proxy statement/prospectus can also be obtained, free of charge, by
directing a request to TAL International Group, Inc., 100
Manhattanville Road, Purchase, New York 10577, Attention:
Secretary.
The respective directors and executive officers of Triton, TAL
International and Holdco and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding TAL International’s
directors and executive officers is available in its proxy
statement filed with the SEC on March 19, 2015. These documents can
be obtained free of charge from the sources indicated above. Other
information regarding the participants in the proxy solicitation
and their respective interests are included in the proxy
statement/prospectus and will be contained in other relevant
materials to be filed with the SEC when they become available.
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version on businesswire.com: http://www.businesswire.com/news/home/20160210006614/en/
TAL InternationalInvestors:John Burns,
914-697-2877Senior Vice President & Chief Financial
OfficerorTritonInvestors:Steve Controulis,
415-956-6311Senior Vice President & Chief Financial
OfficerorInvestor Relations and Media Contact:The IGB
GroupLeon Berman, 212-477-8438lberman@igbir.com
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