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425
TRITON INTERNATIONAL LTD filed this Form 425 on 06/15/2016
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SUPPLEMENT TO THE PROXY STATEMENT/PROSPECTUS

 

The following supplemental disclosures (this “Supplement”) update the proxy statement/prospectus included in the Registration Statement on Form S-4 (Registration No. 333-208757) filed by Triton International Limited (“Holdco”) with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on May 9, 2016, and in the definitive proxy statement/prospectus included in the Schedule 14A filed by TAL International Group, Inc. (“TAL”) on May 9, 2016, which was mailed to TAL stockholders on or about May 9, 2016. The information contained in this Supplement is incorporated by reference into the above-mentioned proxy statement/prospectus.

 

We urge you to read carefully this Supplement, together with the proxy statement/prospectus. The information contained in this Supplement replaces and supersedes any inconsistent information in the proxy statement/prospectus.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Supplement includes forward-looking statements with respect to Holdco, TAL and Triton, the industry in which they operate, and the mergers, that reflect Holdco’s, TAL’s and Triton’s current views with respect to future events and financial performance. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,” “may,” “would” and similar statements of a future or forward-looking nature may be used to identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond Holdco’s, TAL’s and Triton’s control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements. These factors include, without limitation, economic, business, competitive, market and regulatory conditions and the following:

 

uncertainty as to whether TAL and Triton will be able to consummate the mergers on the terms set forth in the transaction agreement;
   
uncertainty as to the availability of appraisal rights in connection with the proposed combination;
   
uncertainty as to the market value of the TAL and Triton merger consideration;
   
failure to realize the anticipated benefits of the mergers, including as a result of a delay in completing the mergers or a delay or difficulty in integrating the businesses of TAL and Triton;
   
uncertainty as to the long-term value of Holdco common shares;
   
the expected amount and timing of cost savings and operating synergies resulting from the mergers;
   
failure to receive the approval of the stockholders of TAL for the mergers;
   
decreases in the demand for leased containers;
   
decreases in market leasing rates for containers;
   
difficulties in re-leasing containers after their initial fixed-term leases;
   
their customers’ decisions to buy rather than lease containers;
   
their dependence on a limited number of customers for a substantial portion of our revenues;
   
customer defaults;
   
decreases in the selling prices of used containers;
   
extensive competition in the container leasing industry;
   
difficulties stemming from the international nature of their businesses;
   
decreases in the demand for international trade;
   
disruption to their operations resulting from the political and economic policies of foreign countries, particularly China;

 

 
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