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Brookfield Infrastructure Partners to acquire Triton in $13.3B deal
The Fly

Brookfield Infrastructure Partners to acquire Triton in $13.3B deal

Triton International (TRTN) and Brookfield Infrastructure Partners L.P. (BIP), through its subsidiary Brookfield Infrastructure Corporation and its institutional partners, jointly announce a definitive agreement for Triton to be acquired in a cash and stock transaction valuing the company’s common equity at approximately $4.7B and reflecting a total enterprise value of approximately $13.3B. The total consideration of $85.00 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 stock portion of the consideration is subject to a collar, ensuring Triton shareholders receive the number of BIPC shares equal to $16.50 in value for every Triton Share if the ten-day VWAP of BIPC Shares is between $42.36 and $49.23. Triton shareholders will receive 0.390 BIPC Shares for each Triton Share if the BIPC Final Stock Price is below $42.36, and 0.335 BIPC Shares for each Triton Share if the BIPC Final Stock Price is above $49.23. With the collar, between 18.4 and 21.3 million BIPC Shares will be issued to Triton shareholders. 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. Prior to closing, Triton intends to maintain its current quarterly dividend on the Triton common shares. Upon the closing of the transaction, Triton’s common shares will be delisted from the New York Stock Exchange. Triton’s Series A-E cumulative redeemable perpetual preference shares will remain outstanding. Triton shareholders will be able to elect to receive the mixed cash/stock consideration described above, or all-cash or all-stock consideration, subject to proration to the extent cash or stock is oversubscribed. Regardless of the mix elected, the value per share will be equalized ahead of closing, such that the value of each election choice will be substantially the same.

Published first on TheFly

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