Item 1.01 Entry into a Material Definitive Agreement.
ValueAct Repurchase
On December 31, 2021, Trinity Industries, Inc. (the "Company") entered into a
Stock Purchase Agreement (the "Repurchase Agreement") with ValueAct Capital
Master Fund, L.P. ("ValueAct") to repurchase approximately 8.78 million shares
of the Company's common stock, par value $0.01 per share ("Common Stock"), for
$28.49 per share in a privately negotiated transaction. The price per share
represents a discount of 3.5% from the closing price for a share of Common Stock
on the New York Stock Exchange on December 30, 2021.
The aggregate purchase price for the shares repurchased from ValueAct is $250
million. The Company repurchased the shares using proceeds from the Sale (as
defined below). The Repurchase Agreement contains customary representations,
warranties, and covenants of the parties.
The repurchase from ValueAct pursuant to the Repurchase Agreement was approved
by the Company's Board of Directors (the "Board") separately from, and will not
reduce the authorized amount remaining under, the existing $250 million share
repurchase program approved by the Board in September 2021 (the "Existing
Program").
The foregoing description of the Repurchase Agreement is a summary and is
qualified in its entirety by the terms of the Repurchase Agreement, a copy of
which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is
incorporated herein by reference as though fully set forth herein.
Accelerated Share Repurchase Program
On December 31, 2021, the Company entered into an accelerated share repurchase
program (the "ASR Program") with JPMorgan Chase Bank, National Association
("JPM") to repurchase $125 million of Common Stock as part of the Existing
Program.
Under the terms of the ASR Program, the Company has agreed to repurchase from
JPM $125 million of Common Stock, with an initial delivery of approximately 3.31
million shares based on current market prices. Upon final settlement, the
Company may be entitled to receive additional shares of Common Stock from JPM
or, under certain circumstances, the Company may be required to deliver shares
or make a cash payment, at its option, to JPM. The final number of shares to be
repurchased will be based on the Company's volume-weighted average stock price,
less a discount, during the term of the ASR Program, which is expected to be
completed by the third quarter of 2022. The Company will fund the ASR Program
with proceeds from the Sale.
The ASR Program is governed by the Master Confirmation dated November 16, 2018,
between the Company and JPM (the "Master Confirmation"). The Master Confirmation
contains the principal provisions governing the ASR Program, including, but not
limited to, the mechanism used to determine the number of shares that will be
delivered and the timing of such delivery, the circumstances under which JPM is
permitted to make adjustments, the circumstances under which the ASR Program may
be terminated early, and various acknowledgments, representations and warranties
made by the Company and JPM to one another.
The foregoing description of the ASR Program is a summary and is qualified in
its entirety by the terms of the Master Confirmation. The Master Confirmation
was filed as Exhibit 10.1 to the Company's Form 8-K filed on November 16, 2018,
and is incorporated herein by reference.
Forward-Looking Statements
Some statements in this Current Report on Form 8-K, which are not historical
facts, are "forward-looking statements" as defined by the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include statements
about the Company's estimates, expectations, beliefs, intentions or strategies
for the future, and the assumptions underlying these forward-looking statements,
including, but not limited to, future financial and operating performance,
future opportunities, and any other statements regarding events or developments
that the Company believes or anticipates will or may occur in the future,
including the financial and operational impacts of the COVID-19 pandemic. The
Company uses the words "anticipates," "assumes," "believes," "estimates,"
"expects," "intends," "forecasts," "may," "will," "should," "guidance,"
"projected," "outlook," and similar expressions to identify these
forward-looking statements. Forward-looking statements speak only as of the date
hereof, and the Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statement contained
herein to reflect any change in the Company's expectations with regard thereto
or any change in events, conditions or circumstances on which any such statement
is based, except as required by federal securities laws. Forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from historical experience or present expectations, including
but not limited to risks and uncertainties regarding economic, competitive,
governmental, and technological factors affecting the Company's operations,
markets, products, services and prices, and such forward-looking statements are
not guarantees of future

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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 "Risk Factors" and "Forward-Looking Statements" in the Company's Annual
Report on Form 10-K for the most recent fiscal year, as may be revised and
updated by the Company's Quarterly Reports on Form 10-Q, and Current Reports on
Form 8-K.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 31, 2021, the Company completed the sale (the "Sale") of Trinity
Highway Products, LLC ("THP"), a wholly-owned subsidiary of the Company, and
certain direct and indirect subsidiaries of THP, to Rush Hour Intermediate II,
LLC ("Buyer"), an entity owned by an affiliated investment fund of Monomoy
Capital Partners ("Monomoy"), for a sale price of approximately $375 million.
The Sale was made pursuant to the terms of a previously announced Purchase and
Sale Agreement (the "Purchase Agreement") dated November 3, 2021, between Buyer
and the Company.
The foregoing description of the Sale and the Purchase Agreement does not
purport to be complete, and is qualified in its entirety by reference to the
Purchase Agreement, which was attached as Exhibit 2.1 to the Company's Form 8-K
filed November 4, 2021, and is incorporated herein by reference. The
representations, warranties, and covenants contained in the Purchase Agreement
were made only for purposes of that agreement and as of specific dates; were
solely for the benefit of the parties to the Purchase Agreement; may be subject
to limitations agreed upon by the parties, including being qualified by
confidential disclosures made by each contracting party to the other for the
purposes of allocating contractual risk between them that differ from those
applicable to investors. Investors should not rely on the representations,
warranties, and covenants or any description thereof as characterizations of the
actual state of facts or condition of the Company, THP, Buyer, Monomoy, or any
of their respective subsidiaries, affiliates, or businesses. Moreover,
information concerning the subject matter of the representations, warranties,
and covenants may change after the date of the Purchase Agreement, which
subsequent information may or may not be fully reflected in public disclosures
by the Company. Accordingly, investors should read the representations,
warranties, and covenants in the Purchase Agreement not in isolation, but only
in conjunction with the other information the Company includes in reports,
statements, and other filings with the Securities and Exchange Commission.
Item 8.01 Other Events.
On December 31, 2021, the Company issued a press release announcing the
repurchase of shares from ValueAct, the ASR Program, and the closing of the
Sale. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.

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Item 9.01 Financial Statements and Exhibits.

(a) - (c) Not applicable.



(d) Exhibits:
    NO.                                              DESCRIPTION
     10.1            Stock Purchase Agreement dated December 31, 2021, by and between Trinity
                   Industries, Inc. and ValueAct Capital Master Fund, L.P.
     99.1            Press Release, dated December 31, 202    1    .

         104       Cover Page Interactive Data File (formatted as Inline XBRL).

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