Yearly: 2021

Trinity Industries, Inc. Announces Plan to Sell Highway Products Business

Company Release – 11/3/2021

DALLAS–(BUSINESS WIRE)– Trinity Industries, Inc. (NYSE:TRN) (“Trinity” or the “Company”) announced today that the Company has entered into a definitive agreement to sell its highway products business for $375 million in cash, subject to customary closing conditions and adjustments. Trinity’s highway products business is a leading manufacturer and global supplier of commercial highway products. The Company is selling the business to Monomoy Capital Partners, an operationally-focused middle market private equity fund, which will provide benefit to the highway products business and its investors.

This transaction has been approved by the Board of Directors and is subject to customary regulatory approvals. Trinity expects the transaction will close in the fourth quarter of 2021.

“We continue the process to optimize our business and believe that selling the highway products business will allow us to fully focus on the rail-related segments,” said Jean Savage, Trinity’s Chief Executive Officer and President. “Trinity’s long history in the North American rail industry gives me great confidence that focusing our attention and resources on this industry will allow us to meet our long-term financial and operational goals and continue to optimize our capital structure.”

“Our highway business has been performing well and the bid process was competitive, which allowed us to find the right buyer for the business and deliver a great outcome for our shareholders.” Ms. Savage continued, “I want to thank our employees in highway products for their hard work and contributions to Trinity and wish them continued success as they grow on a standalone basis.”

Following the closing of the transaction, the Company will report the results of its highway products business, currently included in the “All Other” segment, as part of discontinued operations. This includes any gains recognized on the sale of the business. Use of proceeds from the sale will flow through the Company’s capital allocation framework, and Trinity expects to return a significant portion of proceeds to shareholders.

J.P. Morgan Securities LLC is serving as the exclusive financial advisor to Trinity, and Akin Gump Strauss Hauer & Feld LLP is serving as the Company’s legal advisor in this transaction.

About Trinity Industries

Trinity Industries, Inc., headquartered in Dallas, Texas, owns businesses that are leading providers of rail transportation products and services in North America. Our rail-related businesses market their railcar products and services under the trade name TrinityRail^®. The TrinityRail platform provides railcar leasing and management services, as well as railcar manufacturing, maintenance and modifications. Trinity also owns businesses engaged in the manufacture of products used on the nation’s roadways and in traffic control. Trinity reports its financial results in three principal business segments: the Railcar Leasing and Management Services Group, the Rail Products Group, and the All Other Group. For more information, visit: www.trin.net.

Some statements in this News 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 about Trinity’s estimates, expectations, beliefs, intentions or strategies for 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 operating performance, future opportunities and any other statements regarding events or developments that Trinity believes or anticipates will or may occur in the future, including the potential financial and operational impacts of the COVID-19 pandemic. Trinity uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “projected,” “outlook,” and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this release, 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, 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 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, and such forward-looking statements are not guarantees of future performance. In particular, the closing of the transaction is subject to a number of conditions, which in turn are subject to a broad range of risks and uncertainties that could affect Trinity, and there are no assurances that the closing will be completed when expected or at all. For a discussion of 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 Trinity’s Annual Report on Form 10-K for the most recent fiscal year, as may be revised and updated by Trinity’s Quarterly Reports on Form 10-Q, and Trinity’s Current Reports on Form 8-K.

Source: Trinity Industries, Inc.

Monomoy Capital Partners Agrees to Acquire Trinity Highway Products

New York, New York, November 3, 2021 – Monomoy Capital Partners, a middle-market private investment firm focused on operational value creation, announced today that it has signed a definitive agreement to acquire Trinity Highway Products (“THP” or the “Company”) from Trinity Industries, Inc. (NYSE:TRN) for approximately $375 million. The transaction remains subject to customary closing conditions and regulatory approval.

Founded in 1973, THP is a manufacturer and lessor of highway safety products, including crash cushions, end terminals, guardrails and truck-mounted attenuators. Trinity operates 14 manufacturing and rental distribution facilities in the United States and maintains sales offices in Europe, South America and Asia. President Nick Verska will continue to lead THP as chief executive officer of the business from THP’s corporate headquarters in Dallas, Texas.

“As we embark on a new chapter with the support of Monomoy, I am confident that we will continue to manufacture high-quality products that support our customers and realize significant growth opportunities for the business going forward,” said Mr. Verska. “I look forward to working with Monomoy to build upon our historical success in the highway products market and leverage Monomoy’s operational toolkit to help us improve and continue to grow our business.”

Monomoy Director Mel Bartoul remarked, “Trinity Industries has done a terrific job growing THP into an industry leader. We are excited to partner with the THP team and continue to grow the business on a standalone basis. THP’s long-standing customer relationships, product innovation and scale should position the Company to benefit from long-term infrastructure spending.”

“We are excited to welcome Trinity Highway Products to the Monomoy portfolio,” said Monomoy Co-CEO Daniel Collin. “We look forward to working with the THP team for continued success and value creation for years to come.”

THP is the second platform investment from Monomoy’s fourth private equity vehicle, Monomoy Capital Partners IV, L.P.

Carolyn Vardi of Ropes & Gray LLP provided legal counsel to Monomoy on the acquisition. The Private Credit business within Goldman Sachs Asset Management provided financing for the transaction.

J.P. Morgan Securities LLC served as financial advisor and Akin Gump Strauss Hauer & Feld LLP served as legal counsel to Trinity Industries, Inc.

To view the rest of the Monomoy portfolio, click here.

Monomoy Capital Partners is a private investment firm with $2.7 billion in committed capital across a family of five investment funds. We invest in the debt and equity of middle market businesses that can benefit from operational and financial improvement with a focus on manufacturing, distribution and consumer product businesses in North America and Europe.