Appleby acted as Bermuda counsel to Triton Container International Limited (TCIL) in its merger with TAL International Group, Inc., a NYSE-listed, US company (TAL). The transaction has created the world’s largest lessor of intermodal freight containers and chassis. The combined business will have USD8.7 billion in revenue generating assets and an estimated global market share of 25%. TCIL and TAL have combined under a newly-formed Bermuda holding company, Triton International Limited (TIL) which is now listed on the NYSE. The deal closed 12th July.
Appleby advised on all Bermuda aspects of the transaction, working closely with US counsel and TCIL to identify potential challenges and devise solution-driven strategies. “This matter was innovative and complex as it involved a listed US company and a Bermudian company coming together through two separate mergers (one US and one Bermuda) under a single newly formed Bermuda parent company that is now listed on the NYSE,” said Steven Rees Davies, a Bermudabased Appleby partner who led the firm’s deal team. Further comments can be found in the interview below.
Rees Davies was assisted by Senior Associates Sally Penrose and Gary Harris, Associates Tiffany Boys and Shannon Cann, and Dispute Resolution partner John Wasty.
TIL is the world’s largest lessor of intermodal freight containers and chassis. With a container fleet of nearly five million twenty-foot equivalent units (TEU), TIL’s global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis.
Advisor Interview Steven Rees Davies Partner, Appleby (Bermuda) Limited
Please tell me about your involvement in the deal?
We acted as Bermuda counsel to the Triton International Limited group of companies advising on all Bermuda aspects of the transactional structure and implementation of the Bermuda steps critical to completion. I was the lead partner on the deal, supported by senior associates Sally Penrose and Gary Harris as well as associate Shannon Cann of our Bermuda corporate team, with partner John Wasty of our dispute resolution team providing additional support on the more complex and contentious matters.
Why is this a good deal for all involved?
It combines two of the largest intermodal freight container leasing companies in the world, with combined revenue earning assets of $8.7 billion and an estimated global share of 25%. The synergies are expected to save $40 million annually in a market where the merged company is being touted as the most capable and most efficient lessor of intermodal freight containers. Shareholders of both companies received shares in the new merged company rather than one side being bought out and so all interested parties will have the opportunity to benefit from the expected synergies.
What challenges arose? How did you navigate them?
As with all multi-jurisdictional transactions of this size, complexities arose from the very beginning of the transaction. The number of legal issues and matters needing to be considered and resolved on a daily basis created continuous logistical challenges, particularly as the continuous flow and turn of documents was dependent upon the swift delivery of advice. No one could afford to put a pen down because there was always someone else waiting for our response.
As a leading offshore law firm, Appleby advises clients around the globe and across time zones so we have to be ready to support clients 24 hours a day, 7 days a week. We created a multi-disciplinary team from both our corporate and dispute resolution practices to ensure we were providing the necessary breadth of experience and knowledge for this transaction. We established the core team from the start and then expanded and contracted as the work flow changed to ensure continuous delivery of support and legal advice through a cost efficient approach at all stages of the transaction.