SecProbe.io

Mail Stop 4631       January 2 1, 201 6

Via E -mail
Ian Schwartz
General Counsel
Triton Container International Limited
55 Green Street
San Francisco, C A 94111

Re: Triton International Limited
Registration Statement on Form S -4
Filed December 24 , 2015
  File No. 333-208757

Dear Mr. Schwartz :

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do  not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Registration S tatement on Form S -4

General

1. Please supplementally provide us with copies of all board books and other materials
prepared by BofA Merrill Lynch that were shared with the TAL board and its
representatives.

Opinion of TAL’s Financial Advisor, page 15

2. Please disclose here that TAL will pay BofA Merrill Lynch $12.5 million, including
$10.5 million payable contingent upon consummation of the transaction.  Additionally,
please disclose here that TAL has sole discretion to increase this amount by $2.5 million.

Ian Schwartz
Triton Container International Limited
January 2 1, 201 6
Page 2

 Interests of TAL Officers and Directors in the Mergers, page 15

3. Please quantify here the aggregate value of the benefits that the TAL directors and
executive officers will receive as a result of their interests in the transaction.

Selected Unaudited  Pro Forma Combined Financial Statements, page 29

4. Please expand footnote (1) to better clarify how the cash dividends paid per share were
calculated.

Comparative Per Share Data of TAL and Pro Forma Combined Company, page 31

5. Please disclose the historical per share data of Triton as required by Item 3(f) of Part I.A.
of Form S -4, or tell us why you do not believe it is required.

Risk Factors, page 34
TAL and Triton will incur significant transaction and merger related transition costs…, page 37

6. Please disclose the estimated “significant, non -recurring costs in connection with
consummating the mergers and integrating the operations.”  Additionally, please disclose
the estimated “significant fees and expenses relating to legal, accounting and othe r
transaction fees and other costs associated with the mergers.”

Holdco’s customer base will be highly concentrated…, page 42

7. Please disclose the customer that represented 13% of Holdco’s leasing revenues for 2014,
as well as any other customer that repr esented at least 10% of leasing revenues.

Unaudited Pro Forma Combined Financial Information, page 63
Notes to Unaudited Pro Forma Combined Financial Information, page 67

8. We note that under the terms of the agreement, TAL is permitted to declare and pa y
dividends in an aggregate amount up to $1.44 per share prior to closing (inclusive of the
$ 0.45 per share payable on December 23, 2015).  Please disclose the total potential
dividend payment.

9. With reference to your disclosure on pages 10 and 11, please  expand your pro forma
financial information to address the accounting implications related to the treatment of
TAL and Triton stock -based awards in connection with the TAL merger.

Note 1 - Basis of Presentation, page 67

10. You indicate that this transaction is effectively a reverse merger whereby Triton will gain
access to the U.S. equity capital markets via a merger with an existing SEC public
reporting entity.  Triton has been treated as the acquirer in the merger for acco unting

Ian Schwartz
Triton Container International Limited
January 2 1, 201 6
Page 3

 purposes.  With reference to the specific terms of this transaction, please address the
following comments regarding this accounting:
 Please clarify how you concluded that this transaction was effectively a reverse
merger.  Specifically address the fact that TAL did not issue its shares in this
transaction;  and
 Demonstrate the appropriateness of identifying Triton as the accounting acquirer.  In
this regard, you should address all the factors set forth in ASC 805 -10-55-12 through
15.  Ensure your r esponse specifically addresses the following pertinent facts:
a) On page 123, you indicate that the Sponsor Shareholders Agreement calls for
certain limitations on the manner in which Sponsor Shareholders may vote their
Holdco common shares in the election an d removal of certain directors.  As a
result of these limitations, the TAL stockholders would be viewed as receiving
more than 50% of the voting power of the Holdco common stock for the purposes
of certain Treasury Regulations;
b) On page 116, you indicate th at as of the date of this proxy statement/prospectus,
the current Holdco directors are represented by four current TAL directors and
four current Triton directors.  One additional independent director will be
identified by the TAL Nominating and Corporate Governance Committee; and
c) On page 87, you indicate that during May 20, 2015 and three days following,
there were discussions regarding the relative valuation of TAL and Triton.  As of
that date, the discussion of the terms of the merger indicated that alth ough the
TAL shareholders would own 45% of the combined company, since Triton agreed
that TAL would have the right to continue to pay dividends to shareholders
(without Triton having a corresponding right) through the remainder of 2015,
TAL viewed this rig ht as an equivalent to an approximately 47 -48% economic
share in the combined company for combined company.  Address the economics
of the merger in light of the fact that TAL is permitted to declare and pay
dividends in an aggregate amount up to $1.44 per share prior to closing.

Note 3 – Preliminary Merger Consideration, page 68

11. With reference to ASC 605 -30-30-7, please address the appropriateness of measuring the
preliminary fair value of the merger consideration paid to TAL based on the TAL’s
estimated market value.

Note 5 – Notes to Unaudited Pro Forma Combined Balance Sheet, page 69

12. Please expand footnote (b) to better explain how you calculated the adjustments to the
estimate the fair value of the TAL’s leasing equipment, including disclosing the
economic useful life and the remaining estimated remaining useful lives by each asset
group.  Also identify the asset groupings.

13. Please expand footnote (g) to provide additional information regarding the material
underlying assumptions of this adjustment.

Ian Schwartz
Triton Container International Limited
January 2 1, 201 6
Page 4

 14. Please expand Note (c) to address how you computed the depreciation expense.  Clarify
if this adjustment includes any changes to the underlying useful lives or residual values of
the leasing equipment.  In addition, please specifically address how you dete rmined the
residual value of the leased equipment in light of continued decrease in the cost of new
containers.

15. Please expand Note (e) to explain the underlying assumptions related to the interest
expense adjustments.

The Mergers, page 80
Background of the Mergers, page 80

16. Please revise your disclosure in this section to expand upon the discussions the TAL
board and management had when comparing the proposed Triton and Party C
transactions.  For example, we note that the TAL board and management indicat ed that:
 the Party C transaction was highly dilutive; however, the Triton transaction decreases
TAL’s current stockholder ownership by 55%;
 Party C’s premium was not high enough; however, there is no indication that the
Triton transaction offered a premiu m; and
 The Triton transaction “would be both the most feasible transaction and the most
beneficial for TAL stockholders.”

Additionally, please expand upon the discussion by the TAL Board, TAL management,
and BofA Merrill Lynch on July 21, 2015 that compa red these two transactions.

17. Please include TAL Board’s discussion of the following aspects of the transaction:
 the ability of Warburg Pincus and Vestar to select two and one, respectively, board
members; and
 Warburg Pincus will control 42% of the combin ed company’s equity.

TAL’S Reasons for the Mergers, page 95

18. Please expand upon why the regions and product lines of TAL and Triton are
complementary.

19. Please elaborate on the nature of the cost synergies you expect to achieve.  Additionally,
please discl ose why you think you will be able to fully implement these synergies by the
end of 2016.

Summary of Material Financial Analyses of Triton, page 101
Selected Publicly Traded Companies Analysis, page 101

20. Please disclose the criteria used in selecting Textainer, CAI, and TAL as comparables
and disclose whether any companies meeting this criteria were excluded and the reasons

Ian Schwartz
Triton Container International Limited
January 2 1, 201 6
Page 5

 for doing so.  Additionally, please discuss why BofA Merill Lynch considered TAL and
Textainer as the “core” selected publicly tra ded companies.

21. We note your disclosure on page 103 that “analysis involves complex considerations and
judgments concerning differences in financial and operating characteristics and other
factors that could affect the public trading or other values of the  companies to which
Triton was compared.”  Please disclose the primary considerations and judgments you
made when comparing these companies to Triton.  This comment also applies to the
corresponding section related to the TAL analysis on page 104.

Miscell aneous, page 106

22. Please revise your disclosure on pages 107 and 108 to provide a complete quantitative
description of the fees received by BofA Merrill Lynch for services provide to TAL,
Triton, Warburg Pincus, and Vestar, and their affiliates, in the pas t two years.

Prospective Financial Information, page 108

23. We note that in October  2015, TAL updated the 2015 forecast to reflect actual results
from the third quarter of 2015 and expectations for the fourth quarter of 2015.  Please
disclose whether Triton prepared any updated information.

The Holdco Board of Di rectors and Management After the Mergers, page 116

24. Please file consents for any person who has not signed the registration statement and is
named as about to become a director.  Please see Rule 438 of the Securities Act of 1933.

The Transaction Agreemen t, page 127
Explanatory Note, page 127

25. We note your disclosure that “information concerning the subject matter of the
representations and warranties… may have changed since the date of the transaction
agreement.”  Please be advised that, notwithstanding t he inclusion of a general
disclaimer, you are responsible for considering whether additional specific disclosures of
material information regarding material contractual provisions are required to make
statements in the proxy statement/prospectus not mislea ding.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of
Triton, page 157
General

26. We note your disclosures in Note 1 of your financial statements that you operate and
manage your fleet for you r own account and on behalf of container owners.  Please
expand your tabular disclosure on page 159, related to the size of your fleet, to separate ly
identify the units you own and the units you manage.

Ian Schwartz
Triton Container International Limited
January 2 1, 201 6
Page 6

 Operations, page 158
Operating Performance, page 158
Per diem rates, page 160

27. Expand your disclosure to discuss average per diem rates for your dry van, refrigerated,
and specialized units.

Liquid ity and Capital Resources, page 171

28. We note your disclosure on page 27 that one of the potential benefits of the TAL merger
identified by TAL’s Board of Directors will result from Holdco’s plans to implement an
annual dividend of $1.80 per share and share  repurchases of up to $250 million following
the consummation of the mergers.  Please address the potential liquidity implications of
these plans.

Critical Accounting Policies, page 175
Container rental equipment, page 176

29. We note that the range of resid ual values for your dry, specialized, and refrigerated
containers is material.  Please tell us what consideration you have given to providing
disaggregated information for these containers, such as by size (20ft, 40ft, etc.) so that
more precise residual v alues can be disclosed.

Valuation of long -lived assets – container rental equipment, page 177

30. Please disclose how you group your container rental equipment for impairment testing.

Certain Beneficial Owners of TAL Common Stock, page 185

31. Please include t he information required by Item 6 of Schedule 14A, regarding voting
securities and principal holders thereof, for Triton.  Refer to Item 18(a)(5)(ii) of Form S -
4.

Consolidated Financial Statements for Fiscal Year Ended December 31, 2014
Independent Auditor’s Report, page F -1

32. Based on the current accounting treatment of the mergers, Triton will be considered the
acquirer of TAL.  Therefore, Triton also appears to be the predecessor of Triton
International Limited.  As  such, please have your independe nt auditor´s revise their report
to make reference to PCAOB standards, or explain to us why no revision is necessary.

Ian Schwartz
Triton Container International Limited
January 2 1, 201 6
Page 7

 Consolidated Statements of Income, page F -4

33. Please provide the appropriate earnings per share information on the face of your income
statement as well as the other disclosure requirements of ASC 260.  Refer to ASC 260 -
10-15-2.  Address this comment in your interim financial statements as well.

Note 1 - Business and Summary of Significant Accounting Policies, page F -8
(c) Principles of Consolidation, page F -8

34. With reference to the appropriate authoritative literature, please tell us and disclose how
you determined that you have a controlling interest in TCI as well as the nature of such
controlling interest.  Specifically address if thi s entity is a variable interest entity, and if
so, please address all of the disclosure requirements of ASC 810 -10-50-2AA.

35. Please clarify the nature of your ownership interest in Triton Container Investments LLC
(TCCI) and Amphitrite -II, and disclose yo ur consolidation policy for these entities.  Refer
to ASC 810 -10-50-1 and 2AA.

36. Please disclose the terms of the Operating Agreement.  To the extent that the formula
contained in the operating agreement can result in disproportionate allocations to the
noncontrolling interest, please clarify.  To the extent necessary, expand your
Management’s Discussion and Analysis to provide a discussion o f this formula when
discussing changes in non -controlling interests from period to period.

37. We note that the equity me thod of accounting is applied when you do not have a
controlling interest in an entity by exerting significant influence.  Please tell us the nature
of your interest in these entities and how you determined you did not have a controlling
interest.

(k) All ocation (Pooling) of Container Rental Revenue and Direct Container Expense, page F -11

38. Please explain the implication of this accounting policy as it relates to your consolidated
financial statements.  Specifically address the accounting implications of allocating
balance sheet items such as cash, receivables, and payables related to container owners
reflected as non -controlling interests.  Address this comment as it relates to your
disclosure in Note 2 as well.

Note 9 – Debt, page F -18

39. You disclose that notwithstanding the inclusion of the accounts of the container owners
in these consolidated financial statements, the respective assets and credit (i.e.