Shearman & Sterling provided tax counsel to TAL International Group (“TAL”) in connection with TAL’s proposed all-stock merger of equals transaction with Triton Container International Limited (“Triton”). The transaction, which has been unanimously approved by the boards of directors of both companies, will create the world’s largest lessor of intermodal freight containers with a combined container fleet of nearly five million 22-foot equivalent units (TEU) and revenue-earning assets of $8.7 billion.
 
Under the terms of the transaction agreement, Triton and TAL will combine under a newly formed holding company, Triton International Limited (“Triton International”), which will be domiciled in Bermuda and is expected to be listed on the New York Stock Exchange. Triton shareholders will own 55% of the equity of the combined company and TAL International shareholders will own 45%. TAL International shareholders will receive one common share of Triton International for each share of TAL stock owned. TAL shareholders will also receive a special dividend of $0.54 per share upon closing of the transaction.
 
The Team