Triton International Limited Subsidiary Successfully Completes Consent Solicitation From Fixed Rate Note Holders

By: Triton International Limited via Business Wire

August 15, 2025 at 16:30 PM EDT

August 15, 2025-- GCI Funding I LLC (“GCI Funding”) today announced that, in connection with the acquisition on July 1, 2025 of GCI Funding and certain of its affiliates by Triton Container International Limited (“TCIL”), a wholly-owned subsidiary of Triton International Limited (“Triton”), GCI Funding has successfully completed its previously announced consent solicitation (the “Consent Solicitation”) to amend certain agreements (the “Note Agreements”) relating to its prior issuance of fixed rate notes secured by pools of intermodal containers (the “Containers”).

The amendments to the Note Agreements are intended, among other things, (i) to permit TCIL to manage the Containers on behalf of GCI Funding in a manner consistent with TCIL’s management of intermodal containers owned by TCIL and its subsidiaries and (ii) to more closely conform default events, financial tests and other provisions in the Note Agreements to similar provisions in the agreements governing outstanding secured indebtedness of TCIL and its subsidiaries. The proposed amendments include amendments to the indenture and the supplemental indenture governing the Notes and the related management agreement and manager transition agreement, the amendment and restatement of GCI Funding’s operating agreement and the joinder of GCI Funding to the intercreditor agreement and related account control agreement to which TCIL and certain of its subsidiaries are party (collectively, the “Proposed Amendments”).

The Consent Solicitation was made to the holders of GCI Funding’s Series 2021-1, Class A, Fixed Rate Notes (the “Notes”) in accordance with the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated August 6, 2025. Approval of the Proposed Amendments required the consent of the holders of not less than a majority of the aggregate unpaid principal balance of the Notes (the “Requisite Consents”). The Requisite Consents were received prior to 5:00 p.m., New York City time, on August 14, 2025.

The Proposed Amendments will become effective upon execution. Upon the effectiveness of the Proposed Amendments and satisfaction of certain other conditions described in the Consent Solicitation Statement, holders of Notes who validly delivered (and did not validly revoke) consents to the Proposed Amendments in the manner described in the Consent Solicitation Statement will be eligible to receive a consent fee equal to $0.50 per $1,000 unpaid principal balance of the Notes as described in the Consent Solicitation Statement. Payment of the consent fee is expected to be made promptly after the Proposed Amendments become effective.

D.F. King & Co., Inc. served as tabulation agent for the Consent Solicitation. RBC Capital Markets, LLC served as the solicitation agent for the Consent Solicitation.

This press release is being provided solely to provide information about the Consent Solicitation and is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities.

About Triton International Limited

Triton International Limited is the world’s largest lessor of intermodal freight containers. With a container fleet of more than 7 million twenty-foot equivalent units (“TEU”) of owned and managed containers, Triton’s global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis.

Important Cautionary Information Regarding Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of U.S. federal securities laws. Statements that include the words “expect,” “intend,” “plan,” “seek,” “believe,” “project,” “predict,” “anticipate,” “potential,” “will,” “may,” “would” and similar statements of a future or forward-looking nature may be used to identify forward-looking statements. Such forward-looking statements may include, among other things, statements about the Proposed Amendments and the Consent Solicitation, including payment of the consent fee. Actual results could differ materially from those contained in the forward-looking statements. Factors that could cause actual results to differ materially include the following: risks related to the satisfaction of the conditions precedent to the payment of the consent fee; risks related to the ability to realize the anticipated benefits of the Proposed Amendments, including whether the Proposed Amendments will become effective as described herein and in the Consent Solicitation Statement; and other factors, many of which are described in Triton’s filings with the U.S. Securities and Exchange Commission (the "SEC"), including its annual report on Form 20-F and subsequent filings, which are available at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Triton assumes no obligation to, and does not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.