Record Date – October 17, 2018
Distribution Date – November 1, 2018
Arcosa expects to begin “regular-way” trading on the NYSE on November
1, 2018 under the ticker ACA
DALLAS--(BUSINESS WIRE)--
Trinity Industries, Inc. (NYSE: TRN) (“Trinity”) announced today that
its Board of Directors formally approved the separation of its
infrastructure-related businesses from Trinity through a distribution of
all of the common stock of Arcosa, Inc. (“Arcosa”) held by Trinity to
Trinity stockholders. In connection with the approval, the board has
also set the distribution ratio, record date, and distribution date for
the separation. As a result, the following will occur:
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The distribution is expected to be made at 12:01 a.m. local New York
City time on November 1, 2018 to Trinity stockholders of record as of
5:00 p.m. local New York City time on October 17, 2018, the record
date for the distribution.
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On the distribution date, Trinity stockholders will receive one share
of Arcosa common stock for every three shares of Trinity common stock
held as of the record date.
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Following the distribution, Arcosa will be an independent,
publicly-traded company on the New York Stock Exchange, and Trinity
will retain no ownership interest in Arcosa.
“Today’s announcement marks one of the final steps toward completing the
separation of Arcosa from Trinity Industries, and I continue to be
extremely excited about the future for both companies,” said Timothy R.
Wallace, Trinity’s Chairman, CEO and President. “This year marks
Trinity’s 85th year as a company, and its 60th year as a public company.
As Trinity has grown through the years, our dedicated employees have
worked together to build an unparalleled portfolio of industry-leading
businesses. We are proud of Trinity’s history of success and rich
corporate culture, both of which we believe establish an excellent
foundation for a stronger future. Following the separation, Trinity will
concentrate its focus on being a premier provider of rail transportation
products and services to customers while continuing to generate high
quality earnings and returns for our stockholders.”
Antonio Carrillo, Arcosa’s President and Chief Executive Officer added,
“I am honored to have led our team to this important milestone as we
move closer to a successful launch of Arcosa as a standalone public
company. We are very proud of our historical roots as part of Trinity,
and are equally honored to be part of the bright future we see ahead for
our Arcosa stakeholders. We have a fantastic organization, built upon an
established platform of leading businesses in the construction, energy,
and transportation markets, with long-standing customer relationships
and opportunities to grow in attractive markets through disciplined
organic investments and acquisitions. To arrive at this important
juncture has required a tremendous collaborative effort among Trinity
and Arcosa employees, whose talent and dedication will support the
success of each company’s new future.”
Arcosa Common Stock Distribution
As stated above, the Trinity Board of Directors approved a pro rata
dividend of Arcosa common stock owned by Trinity to be made on November
1, 2018 (the “distribution date”) to Trinity stockholders of record as
of 5:00 p.m. local New York City time on October 17, 2018 (the “record
date”). The distribution will be effective at 12:01 a.m. local New York
City time on the distribution date. Each Trinity stockholder of record
will receive one share of Arcosa common stock for every three shares of
Trinity common stock held by such stockholder as of the record date. No
fractional shares of Arcosa’s common stock will be distributed.
Fractional shares of Arcosa’s common stock will be aggregated and sold
on the open market, and the aggregate net proceeds of the sales will be
distributed ratably in the form of cash payments to Trinity stockholders
who would otherwise be entitled to receive a fractional share of
Arcosa’s common stock.
Trading of Trinity and Arcosa Shares
Shares of Trinity common stock will continue to trade “regular-way” on
the New York Stock Exchange (“NYSE”) under the symbol “TRN” through and
after the November 1, 2018 distribution date. Any holder of shares of
Trinity common stock who sells Trinity shares “regular way” through the
close of trading on the day prior to the November 1, 2018 distribution
date will also be selling their right to receive shares of Arcosa common
stock in the distribution. It is anticipated that Trinity shares will
also trade “ex-distribution” (that is, without the right to receive
shares of Arcosa common stock in the distribution) beginning on or about
October 16, 2018, and continuing through the close of trading on the day
prior to the distribution date. Investors should consult with their
financial advisors about selling their shares of Trinity common stock on
or after the record date and on or before the distribution date.
Beginning on November 1, 2018, “regular-way” trading in Trinity stock
will reflect the distribution of Arcosa.
A “when-issued” public trading market for Arcosa’s common stock is
expected to begin on or about October 16, 2018 on the NYSE and continue
through the close of trading on the day prior to the distribution date.
Beginning on November 1, 2018, “when-issued” trading will end and Arcosa
will begin “regular-way” trading on the NYSE under the symbol “ACA.”
Information About the Separation
The distribution of Arcosa’s shares will be made in book entry form,
which means no physical share certificates of Arcosa will be issued. No
action is required by Trinity stockholders in order to receive shares of
Arcosa common stock in the distribution and they will not be required to
surrender or exchange their Trinity shares.
Prior to the distribution date, Trinity will mail an information
statement to holders of Trinity common stock as of the record date. The
information statement describes Arcosa, including the risks of owning
Arcosa common stock and other details regarding the distribution and is
an exhibit to Arcosa’s Registration Statement on Form 10, as amended
(the “Form 10”), which Arcosa has filed with the Securities and Exchange
Commission (the “SEC”) and is available at www.sec.gov.
The completion of the Arcosa distribution is subject to the satisfaction
or waiver of a number of conditions, including the Form 10 for the
Arcosa common stock being declared effective by the SEC and certain
other conditions described in the Information Statement included in the
Form 10 and in the form of Separation and Distribution Agreement, which
is filed as an exhibit to the Form 10. Trinity and Arcosa expect all
conditions to the Arcosa distribution to be satisfied on or before the
distribution date.
The Arcosa separation has been structured to qualify as a tax-free
distribution to U.S. holders of Trinity common stock for U.S. federal
income tax purposes. Cash received in lieu of fractional shares will,
however, be taxable. Trinity stockholders should consult their tax
advisors with respect to the U.S. federal, state, local and non-U.S. tax
consequences of the Arcosa separation.
Some statements in this release, 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 Trinity's or Arcosa’s estimates, expectations, beliefs,
intentions or strategies for the future, and the assumptions underlying
these forward-looking statements, including, but not limited to,
statements regarding the anticipated separation of Trinity and Arcosa
into separate public companies, the expected distribution date, the
listing of shares of Arcosa’s common stock on the NYSE, the tax-free
nature of the separation, the anticipated dates for Arcosa’s common
stock to begin trading on a “when-issued” basis and on a “regular-way”
basis and for Trinity common stock to begin trading on an
“ex-distribution” basis, the expected mailing date for the information
statement, whether or not the separation occurs, future financial and
operating performance of each company, benefits and synergies of the
separation, strategic and competitive advantages of each company, future
opportunities for each company and any other statements regarding events
or developments that Trinity or Arcosa believes or anticipates will or
may occur in the future. Trinity uses the words “anticipates,”
“assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,”
“may,” “will,” “should,” “guidance,” “outlook,” and similar expressions
to identify these forward-looking statements. Forward-looking statements
speak only as of the date of this release, and Trinity and Arcosa
expressly disclaim any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statement contained herein
to reflect any change in Trinity’s or Arcosa’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. There is no assurance that the proposed separation will be
completed, that Trinity’s Board of Directors will continue to pursue the proposed
separation (even if there are no impediments to completion), that
Trinity will be able to separate its businesses, or that the proposed
separation will be the most beneficial alternative considered.
Forward-looking statements involve risks and uncertainties that could
cause actual results to differ materially from historical experience or
our present expectations, including but not limited to risks and
uncertainties regarding economic, competitive, governmental, and
technological factors affecting Trinity’s or Arcosa’s operations,
markets, products, services and prices, as well as any changes in or
abandonment of the proposed separation or the ability to effect the
separation and satisfy the conditions to the proposed separation, and
such forward-looking statements are not guarantees of future
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 Trinity’s Annual Report on Form 10-K for the most recent
fiscal year, as may be revised and updated by Trinity’s Quarterly
Reports on Form 10-Q, and Trinity’s Current Reports on Form 8-K, and see
“Information Statement Summary”, “Risk Factors” and “Forward-Looking
Statements” in the information statement to Arcosa’s Form 10, as amended.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180925006067/en/
Trinity Industries, Inc.
Jessica Greiner
Arcosa, Inc.
Scott
Beasley
(Investors) 214-631-4420
(Media Line) 214-589-8909
Source: Trinity Industries, Inc.