Trinity Industries, Inc. Announces Notice of Redemption of 3⅞% Convertible Subordinated Notes

DALLAS–(BUSINESS WIRE)–Trinity Industries, Inc. (NYSE:TRN) (the “Company”) today announced that
it has given notice of its election to redeem all of the outstanding 3⅞%
Convertible Subordinated Notes due 2036 (CUSIP No. 89 6522 AF 6) (the
“Notes”) on June 1, 2018 (the “Redemption Date”) pursuant to the terms
of the Indenture governing the Notes. The outstanding Notes will be
redeemed for cash equal to 100% of the principal amount of the Notes,
plus accrued and unpaid interest to, but excluding, Redemption Date. The
aggregate principal amount of Notes outstanding is approximately $449.4
million.

In addition, the Company has notified Wells Fargo Bank, National
Association, as trustee, that pursuant to the Indenture, the Notes have
become convertible as a result of the Company’s election to redeem the
Notes. Subject to the terms of the Indenture and the Notes, holders may
convert their Notes at any time until 5:00 p.m., New York City time, on
May 30, 2018. The current conversion rate of the Notes is 41.4390 shares
of the Company’s common stock per $1,000 principal amount of the Notes.
Upon conversion, the Company will deliver to the holders in respect of
each $1,000 principal amount of Notes being converted a “settlement
amount,” as defined in the Indenture governing the Notes, equal to the
sum of the daily settlement amount for each for the 20 consecutive
trading days of the cash settlement averaging period. Although the
Company has the option to make the conversion payment in cash and shares
of the Company’s common stock (or cash in lieu of some or all of the
shares of common stock), the Company intends to make the entire
conversion payment with respect to all Notes converted solely in cash.
The Company currently expects to fund the redemption and conversion
payments through a combination of cash on hand and the proceeds from one
or more debt financing transactions by the Company on a non-recourse
basis.

COMPANY DESCRIPTION

Trinity Industries, Inc., headquartered in Dallas, Texas, is a
diversified industrial company that owns complementary market-leading
businesses providing products and services to the energy, chemical,
agriculture, transportation, and construction sectors, among others.
Trinity reports its financial results in five principal business
segments: the Rail Group, the Railcar Leasing and Management Services
Group, the Inland Barge Group, the Construction Products Group, and the
Energy Equipment Group. For more information, visit: www.trin.net.

Some statements in this 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 redemption and conversion payments options
and associated sources and forms of any payments, estimates,
expectations, beliefs, intentions or strategies for the future, and the
assumptions underlying these forward-looking statements. Trinity uses
the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,”
“intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “outlook,”
and similar expressions to identify these forward-looking statements.
Forward-looking statements involve risks and uncertainties that could
cause actual results to differ materially from historical experience or
our present expectations. For a discussion of such 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 the Company's Annual Report on Form 10-K
for the most recent fiscal year.

Contacts

Trinity Industries, Inc.
Investor Contact:
Preston
Bass, 214-631-4420
Director, Investor Relations
or
Media
Contact:
Jack Todd, 214-589-8909
Vice President, Public
Affairs