Trinity Industries, Inc.Announces Completion of Sale of and Use of Road Products Business

DALLAS – (COMMERCIAL THREAD) – Trinity Industries, Inc. (NYSE: TRN) (“Trinity” or the “Company”) today announced the completion of the previously announced sale of its road products business for $ 375 million in cash subject certain adjustments based on cash, debt and working capital levels at closing and for certain other items. The road products business was sold to Rush Hour Intermediate II, LLC, an entity owned by an investment fund affiliated with Monomoy Capital Partners. Concurrent with the closing, the Company announced its plans for the proceeds of the sale, as described below.

The company announced its intention to repurchase today $ 250 million of its $ 0.01 par value common stock (“common stock”), representing 8.78 million shares, from ValueAct Capital Master Fund, LP (“ValueAct”), reducing ownership of ValueAct to approximately 3.87 million shares. . The shares will be repurchased from ValueAct at a price of $ 28.49 per share, which represents a 3.5% discount from the closing price of a common share on the New York Stock Exchange on December 30, 2021. The repurchase of ValueAct is separate from, and does not reduce, the remaining authorized amount under the Company’s existing $ 250 million share repurchase program approved by its Board of Directors in September 2021 (the “Existing Program”).

The Company also announced its intention to enter into an Accelerated Share Buy-Back Program (“ASR”) with JPMorgan Chase Bank, National Association, to repurchase $ 125 million of common stock under the existing program. Under the planned terms of the ASR, Trinity will receive an initial delivery of shares representing approximately 80% of the notional amount of the ASR, with the specific amount of shares to be based on the closing price of an ordinary share on the 31st. December. , 2021. The final number of shares to be repurchased under the ASR will be based on the average of the daily volume weighted average price of Trinity, less a discount, during the term of the ASR program, which is expected to be completed d ‘by the third quarter of 2022. The ASR program is expected to start on Monday, January 3, 2022. About $ 73 million of the existing program will remain after the completion of the ASR.

“I again want to thank our dedicated highway employees for their hard work at Trinity and wish them success as their new owner,” said Jean Savage, CEO and President of Trinity. “Today’s announcements reinforce our company’s stated goals of optimizing our capital structure and business, while also creating substantial value for our shareholders.

Beginning in the fourth quarter of 2021, the Company will report the results of its road products business, including the gain on sale, in connection with discontinued operations.

About Trinity Industries

Trinity Industries, Inc., headquartered in Dallas, Texas, owns companies that are the leading providers of rail transportation products and services in North America. Our rail-related companies market their railcar products and services under the trade name TrinityRail®. the TrinityRail platform provides railcar rental and management services, as well as railcar manufacturing, maintenance and modifications. Trinity reports financial results in two primary business segments: the Railcar Rental and Management Services group and the Railroad Products group. For more information visit: www.trin.net.

Certain statements contained in this press release, 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 concerning estimates, expectations, Trinity’s beliefs, intentions or strategies in the future, including the expected closing of the transaction. The assumptions underlying these forward-looking statements include, but are not limited to, future financial and operational performance, future opportunities, and any other statements regarding events or developments that Trinity believes will or may occur in the future. future, including the financial risks and operational impacts of the COVID-19 pandemic. Trinity uses the words “anticipates”, “assumes”, “believes”, “estimates”, “expects”, “intention”, “foresees”, “may”, “may”, “should”, ” guide, ”“ project ”,” “outlook” and similar expressions to identify such forward-looking statements. Forward-looking statements speak only as of the date of this release, and Trinity expressly disclaims any obligation or commitment to release any update or revision to any forward-looking statement contained herein to reflect any change in Trinity’s expectations to this regard or any change in events, conditions or circumstances on which such statement is based, except as required by Federal securities laws. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or current expectations, including, but not limited to, risks and uncertainties regarding economic, competitive factors. , government and technological developments affecting Trinity’s operations, markets, products, services and prices, and these forward-looking statements are not guarantees of future performance. In particular, the ASR has not yet been concluded, and there can be no assurance that the ASR will be completed on time or not at all. For a discussion of the risks and uncertainties, which could cause actual results to differ from those contained in forward-looking statements, see “Risk Factors” and “Forward-Looking Statements” in Trinity’s Annual Report on Form 10- K for the most recent fiscal year, as may be reviewed and updated by Trinity’s Quarterly Reports on Form 10-Q and Trinity’s Current Reports on Form 8-K.

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