Trinity Industries, Inc. Introduces the Spin-off Company Name of Arcosa, Inc. and Announces Filing of Initial Form 10 Registration Statement for the Planned Spin-off
Separation Remains on Track for Completion in the Fourth Quarter of
2018
DALLAS–(BUSINESS WIRE)–Trinity Industries, Inc. (NYSE: TRN) (ÔÇ£TrinityÔÇØ) today introduced the
name of its future infrastructure company as Arcosa, Inc. (ÔÇ£ArcosaÔÇØ)
following the separation of the two companies into independent,
publicly-traded companies. The previously announced spin-off transaction
remains on track to be completed in the fourth quarter of 2018 through a
tax-free spin of Arcosa to Trinity stockholders.
ÔÇ£We are pleased to announce the name of Arcosa, our future,
publicly-traded infrastructure company,ÔÇØ said Antonio Carrillo, the
President and Chief Executive Officer of Arcosa. ÔÇ£Our new name
symbolizes the ÔÇÿarcÔÇÖ of progress for our business and our ongoing
commitment to meeting critical infrastructure needs through innovation,
entrepreneurship, and flexibility. We will have a new name, but our
individual businesses have built reputations for quality, service, and
operational excellence over decades. We are proud of our historical
roots as part of Trinity, and are equally honored to be part of ArcosaÔÇÖs
exciting future as a standalone public company.ÔÇØ
Today with the introduction of Arcosa, Trinity has also announced the
filing of the initial Form 10 with the U.S. Securities and Exchange
Commission. The initial Form 10 contains a preliminary information
statement providing details related to the business, strategy, and
historical financial results of the new infrastructure company.
ÔÇ£TodayÔÇÖs filing marks an important step in the process toward
establishing two independent, publicly-traded companies with
high-performing businesses and long-term growth potential,ÔÇØ said Timothy
R. Wallace, TrinityÔÇÖs Chairman, Chief Executive Officer, and President.
ÔÇ£We believe that this strategic separation will enable both companies to
enhance their competitive positions, advance distinct investment theses,
and optimize their balance sheets and capital allocation priorities to
achieve the best returns for their respective stockholders.ÔÇØ
As detailed in the initial Form 10 filing, Arcosa is expected to be a
growth-oriented manufacturer and producer of infrastructure-related
products for construction, energy, and transportation markets. With $1.5
billion in 2017 revenues and $132 million in 2017 operating profit,
Arcosa plans to leverage its strong platform of businesses to capitalize
on North American economic expansion and infrastructure spending, which
should present compelling strategic opportunities. The new company, with
a strong balance sheet and planned committed credit availability and
debt capacity, is expected to have the financial flexibility to pursue
organic capital investments and acquisitions. Arcosa will have a
leadership team with a track record of growth and the proven ability to
operate efficiently in cyclical markets.
Following the spin-off transaction, TrinityÔÇÖs business portfolio will
include railcar leasing and management services, railcar manufacturing,
railcar maintenance, railcar aftermarket parts, tank car heads
manufacturing, and the highway products business.
Trinity will continue to dedicate resources to pursue TrinityRail┬«ÔÇÖs
vision of being a premier provider of rail transportation products and
services in North America. TrinityRail is positioned to build
upon the success of its integrated rail business model, generating
further growth and differentiation of its multiple, market-leading
platforms while enhancing TrinityÔÇÖs financial performance, capital
structure, and overall value proposition to investors.
In addition, Trinity will maintain ownership and the status quo of the
highway products business as it defends pending highway-related
litigation. The Company has positive legal momentum following the
favorable Fifth Circuit ruling and continues to evaluate long-term plans
for the highway products business to enhance shareholder value.
The Form 10 is not yet effective and, as is customary, will be updated
as additional information about Arcosa becomes available.
Completion of the spin-off will be subject to, among other things, the
effectiveness of the Form 10 registration statement with the Securities
and Exchange Commission, assurance that the separation will be tax-free
to TrinityÔÇÖs stockholders for U.S. federal income tax purposes, final
approval from TrinityÔÇÖs Board of Directors, and other customary
conditions. Trinity may, at any time and for any reason until the
proposed transaction is complete, abandon the separation or modify or
change its terms. The separation is expected to be completed in the
fourth quarter of 2018, but there can be no assurance regarding the
ultimate timing of the separation or that the separation will ultimately
occur.
For more information, a copy of the Form 10 registration statement is
accessible by searching for filings by Arcosa, Inc. (CIK: 0001739445) on
the SEC's Edgar reporting system, which can be found at http://www.sec.gov/edgar/searchedgar/companysearch.html.
A copy can also be found on the Trinity Spin-Off section of TrinityÔÇÖs
website at www.trin.net.
J.P. Morgan Securities, LLC is serving as financial advisor to Trinity;
Skadden, Arps, Slate Meagher & Flom LLP is serving as legal counsel; and
KPMG LLP is serving as tax advisor. Evercore Group L.L.C. is also
advising Trinity in this process.
About Trinity Industries, Inc.
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
ÔÇ£forward-looking statementsÔÇØ 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, and the assumptions underlying these
forward-looking statements. Forward-looking statements may include, but
are not limited to, statements regarding the anticipated separation of
Trinity into two separate public companies, the expected timetable for
completing the transaction, future financial and operating performance
of each company, benefits and synergies of the transaction, strategic
and competitive advantages of each company, future opportunities for
each company and any other statements regarding events or developments
that Trinity believes or anticipates will or may occur in the future.
Trinity uses the words ÔÇ£anticipates,ÔÇØ ÔÇ£assumes,ÔÇØ ÔÇ£believes,ÔÇØ
ÔÇ£estimates,ÔÇØ ÔÇ£expects,ÔÇØ ÔÇ£intends,ÔÇØ ÔÇ£forecasts,ÔÇØ ÔÇ£may,ÔÇØ ÔÇ£will,ÔÇØ ÔÇ£should,ÔÇØ
ÔÇ£guidance,ÔÇØ ÔÇ£outlook,ÔÇØ ÔÇ£plansÔÇØ 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
TrinityÔÇÖs expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based. There
is no assurance that the proposed transaction will be completed, that
TrinityÔÇÖs Board of Directors will continue to pursue a proposed
transaction (even if there are no impediments to completion), that
Trinity will be able to separate its businesses, or that the proposed
transaction will be the most beneficial alternative considered. Forward-looking
statements involve risks and uncertainties that could cause actual
results to differ materially from historical experience or our present
expectations, including but not limited to risks and uncertainties
regarding economic, competitive, governmental, and technological factors
affecting TrinityÔÇÖs operations, markets, products, services and prices,
as well as any changes in or abandonment of the proposed separation or
the ability to effect the separation and satisfy the conditions to the
proposed separation, and such forward-looking statements are not
guarantees of future performance.
For a discussion of such risks and uncertainties, which could cause
actual results to differ from those contained in the forward-looking
statements, see ÔÇ£Risk FactorsÔÇØ and ÔÇ£Forward-Looking StatementsÔÇØ in
TrinityÔÇÖs Annual Report on Form 10-K for the most recent fiscal year,
and as may be revised and updated by our Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K.
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