SecProbe.io

Mail Stop 4631       February 19 , 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
Amendment No. 1 to Registration Statement on Form S -4
Filed February 5, 201 6
  File No. 333-208757

Dear Mr. Schwartz :

We have reviewed your response letter and the above -referenced filing, and have the
following comments.

Risk Factors, page 34
If Holdco is unable to finance capital expenditures…, page 44

1. We note your disclosure that early amortization events may occur in loans used by
Triton’s subsidiaries that will cause these subsidiaries to use all available cash flows to
repay these loans.  Please disclose here, or in an appropriate section of your registration
statement, these early amortization events.

Unaudited Pro Forma Combined Forma Combined Financial Information, page 64
Notes to Unaudited Pro Forma Financial Information, page 68

2. We note your response to prior comment 8.  Please address what consideration was given
to including these dividend payments as part of your merger consideration.

Note 1 - Basis of Pro Forma Presentation, page 68

3. We note your response  to prior comment 10 as it relates to the relative voting rights in the
combined entity and have the following additional comments.

 With regard to your assessment of the limited circumstances in which the Sponsor
Shareholder voting restrictions are expe cted to be applicable, please explain the
business purpose of the voting restrictions set forth in the Sponsor Shareholder
Agreement;

Ian Schwartz
Triton Container International Limited
February 19 , 201 6
Page 2

  You indicate that “many” significant matters that would be submitted to shareholders
of the combined entity for approval  would first be approved by the Holdco Board.
Please explain the nature of the significant matters that would not first be approved by
the Holdco Board and address how you contemplated those matters in your
determination that notwithstanding the Sponsor S hareholder Agreement, Triton
shareholders will have voting control; and

 You indicate that the Sponsor Shareholders will have significant influence in the
selection of the directors nominated to serve on the Holdco Board due, in part, to their
right to have one of their director designees appointed to Holdco’s Nominating and
Corporate Governance Committee.  Please tell us how many members there are on
this committee.

Note 3 - Preliminary Merger Consideration, page 69

4. You indicate that the quoted market price of TAL has been determined to be the most
factually supportable measure available to support the determination of the fair value of
the consideration transferred, given the market participant element of a widely held stock
in an actively traded marke t.  However, it is not clear how the quoted market price of
TAL reflects the premium over the pre -combination fair value of the equity interest of
TAL that you have alluded to in response to prior comment 10.  Please provide us a more
robust analysis of th e appropriateness of your accounting.  Include a summary of the
implied per share values of Triton as determined by the valuation analyses presented in
this Form S -4.

Note 5 - Adjustments to Unaudited Pro Forma Combined Balance Sheet, page 71

5. Based on thi s adjustment amount in (k)(3) provided in this footnote, it appears that the
transaction costs incurred were approximately $20.7 million.  Please reconcile this
amount to your disclosures provided on page 38 in response to prior comment 6.
Disclose the am ount of nonrecurring charges which result directly from the mergers and
which will be included in income within the 12 months succeeding the mergers.  Please
also revise your Unaudited Pro Forma Combined Statement of Income to disclose income
(loss) from c ontinuing operations before nonrecurring charges.

Note 6 - Adjustments to Unaudited Pro Forma Combined Statements of Income, page 73

6. We note your expanded disclosure provided in (d) of this footnote regarding the unvested
share base awards at both TAL and  Triton that will vest immediately upon the closing of
the merger.  Please quantify the amount that you will charge to management, general, and
administrative expenses upon closing of the mergers.

7. You indicate that certain modifications were made to th e Triton share option plan as of
November 9, 2015 which may result in an additional charge to share based compensation.
Please expand your disclosure to identify the nature of the modifications and quantify the

Ian Schwartz
Triton Container International Limited
February 19 , 201 6
Page 3

 amount of the additional charge.  Given that  the modifications have been already made, it
is unclear why an estimate cannot be made.

Summary of Material Financial Analyses of Triton, page 104
Selected Publicly Traded Companies Analysis, page 104

8. We note your revised disclosure in response to comme nt 21 in our letter dated January
21, 2016.  Please disclose the specific primary considerations and judgements you made
when comparing the financial and operating characteristics of these companies to Triton.
This comment also applies to the correspondin g section related to the TAL analysis on
page 107.

Consolidated Financial Statements for Fiscal Year Ended December 31, 2014
General

9. Please update the financial information in your filing to include the audited fiscal year
ended December 31, 2015 in accordance with Rule 3 -12(d) of Regulation S -X.

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

10. We have read your response to prior comment 34 in which you indicate that subject to the
limitations set forth in the Operating Agreement, Triton has full and complete charge of
all affairs of TCI, and management and control of TCI’s business resides exclusively with
Triton.  Subject to the limitations set forth in the Operating Agreement, Triton has the
rights, powers and authority to obligate and bind TCI to take actions as Triton deems
necessary.  Please tell us what these lim itations relate to and how, in light of these
limitations you were able to conclude that the other members of TCI do not have
substantive participating rights.  Please address the need to disclose the nature of these
limitations.  Finally, if material, ple ase file the agreement as an Exhibit to your next
amendment on Form S -4. Refer to Item 601(b)(10) of Regulation S -K.

11. Disclose the nature of your interests in your regional service subsidiaries and the related
consolidation policy.

12. We have read your respo nse to prior comment 36 as well as the additional information
you have provided.  We note that your discussion of the Operating Agreement on page F -
16 appears to discuss the allocation of cash flows related to container dispositions and
non-container dispo sitions.  Please expand this disclosure herein or in MD&A to address
how the allocation of cash flows correlates to the income attributable to non -controlling
interests.

Ian Schwartz
Triton Container International Limited
February 19 , 201 6
Page 4

 Note 9 – Debt, page F -18

13. We note your additional disclosures provided in response  to prior comment 39.  With
reference to the nature of the restrictions related to the $1,298,360 of container owners’
assets that are not available to directly satisfy your debts, please address the need to
provide Schedule I as required by Rule 5 -04 of R egulation S -X.

14. We note that Holdco will assume Triton’s debt upon the completion of this transaction.
Please tell us what consideration you have given to filing Triton’s material debt
agreements —which include the revolving credit facilities, term loans,  institutional notes,
and asset -backed notes —as exhibits to your registration statement.

You may contact Tracie Mariner , Staff Accountant at 202 -551-3744 or Jeanne Baker ,
Staff Accountant  at 202-551-3691 if you have questions regarding comments on the  financial
statements and related matters.  Please contact David Korvin, Staff Attorney  at 202 -551-3236 or
Craig Slivka, Special Counsel  at 202 -551-3729 with any other questions.

Sincerely,

 /s/ Craig Slivka, for

 Pamela Long
Assistant Director
Office of Manufacturing and
Construction

cc: Via E-mail
Neil Markel
Cleary Gottlieb Steen & Hamilton LLP