Item 8.01. Other Events.

On January 19, 2022, Triton Container International Limited ("TCIL") and TAL International Container Corporation ("TALICC"), as co-issuers (the "Issuers") and wholly-owned subsidiaries of Triton International Limited (the "Company"), completed the sale and issuance of $600,000,000 aggregate principal amount of 3.250% Senior Notes due 2032 (the "Notes") pursuant to an Underwriting Agreement dated January 11, 2022 (the "Underwriting Agreement") entered into among the Issuers, the Company and Citigroup Global Markets Inc., ING Financial Markets LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule A thereto (the "Underwriters").

The Notes were issued pursuant to an Indenture, dated as of January 19, 2022 (the "Base Indenture"), among the Issuers, the Company and Wilmington Trust, National Association, as trustee (the "Trustee"), as amended and supplemented by the First Supplemental Indenture, dated as of January 19, 2022, among the Issuers, the Company and the Trustee (the "Supplemental Indenture" and the Base Indenture, as so amended and supplemented by the Supplemental Indenture, the "Indenture"). The obligations of the Issuers under the Notes and the Indenture are fully and unconditionally guaranteed by the Company.

The offering of the Notes was made pursuant to a shelf registration statement on Form S-3 initially filed with the Commission under the Securities Act of 1933 on August 28, 2020 (File No. 333-248482) , as amended by the post-effective amendment filed with Commission on January 11, 2022 (as amended, the "Registration Statement").

The Company is filing this Current Report on Form 8-K to add the following exhibits to the Registration Statement: (i) the Underwriting Agreement (Exhibit 1.1 to this Current Report), (ii) the Base Indenture (Exhibit 4.1 to this Current Report), (iii) the Supplemental Indenture (Exhibit 4.2 to this Current Report), (iv) the opinion of Mayer Brown LLP, as counsel to the Company and the Issuers, regarding the authorization (on behalf of TALICC) and validity and enforceability of the Notes and their related consent (Exhibits 5.1 and 23.1 to this Current Report), (v) the opinion of Appleby (Bermuda) Limited, as counsel to the Company and TCIL, regarding the due authorization (with respect to TCIL and the Company) of the Notes and the guaranty issued by the Company and their related consent (Exhibits 5.2 and 23.2 to this Current Report) and (vi) the list of subsidiary guarantors and issuers of guaranteed securities (Exhibit 22.1 to this Current Report).

On January 11, 2022, the Company issued a press release announcing the pricing of the offering of the Notes. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.                               Description of Exhibit

 1.1          Underwriting Agreement, dated January 11, 2022, between and among
            Triton Container International Limited and TAL International Container
            Corporation, as co-issuers, Triton International Limited and Citigroup
            Global Markets Inc., ING Financial Markets LLC and Wells Fargo
            Securities, LLC, as representatives of the several underwriters listed
            in Schedule A thereto.

 4.1          Indenture, dated as of January 19, 2022, between and among Triton
            Container International Limited and TAL International Container
            Corporation, as co-issuers, Triton International Limited, as
            guarantor, and Wilmington Trust, National Association, as trustee.

 4.2          First Supplemental Indenture, dated as of January 19, 2022, between
            and among Triton Container International Limited and TAL International
            Container Corporation, as co-issuers, Triton International Limited, as
            guarantor, and Wilmington Trust, National Association, as trustee.

 4.3          Form of Global Note evidencing the 3.250% Senior Notes due 2032
            (included in Exhibit 4.2 and incorporated by reference herein).

 5.1          Opinion of Mayer Brown LLP.

 5.2          Opinion of Appleby (Bermuda) Limited.

22.1          Subsidiary Guarantors and Issuers of Guaranteed Securities

23.1          Consent of Mayer Brown LLP (included in Exhibit 5.1).

23.2          Consent of Appleby (Bermuda) Limited (included in Exhibit 5.2).

99.1          Press Release, dated January 11, 2022.

 104        The cover page from this Current Report on Form 8-K, formatted in
            Inline XBRL

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