SecProbe.io

CORRESP
1
filename1.htm

    Writer’s Direct Dial:  +1 212 225 2735

    E-Mail:  nmarkel@cgsh.com

VIA EDGAR CORRESPONDENCE

February 5, 2016

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Pamela Long, Assistant Director

 Re: Triton International Limited

Registration Statement on Form
S-4

Filed December 24, 2015

File No. 333-208757

Dear Ms. Long:

This letter responds
to the comments contained in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”)
dated January 21, 2016 with respect to Triton International Limited’s Registration Statement on Form S-4 filed with the Securities
and Exchange Commission (the “Commission”) on December 24, 2015 (the “Form S-4”), and is
submitted on behalf of the registrant. Triton International Limited (“Holdco”) has filed today Amendment No.
1 to the Form S-4 (“Amendment No. 1”) together with this letter via EDGAR correspondence.

For your convenience,
the text of the Staff’s comments is set forth in bold below, followed by the response to each comment. Unless otherwise indicated,
all page references in the responses set forth below are to the pages of Amendment No. 1. Capitalized terms not otherwise defined
in this letter shall have the meanings set forth in Amendment No. 1.

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

February 5, 2016, p. 2

In addition to submitting
this letter via EDGAR correspondence, we are also delivering to the Staff by courier five courtesy copies of a version of Amendment
No. 1 marked to show the revisions Holdco has made to the Form S-4, including revisions made in response to the Staff’s comments,
and certain other information noted below.

Registration Statement 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.

Response:

In
response to the Staff’s comment, the presentation materials prepared by BofA Merrill Lynch and shared with TAL’s Board
of Directors in connection with the delivery of BofA Merrill Lynch’s opinion, dated November 9, 2015, to TAL’s Board
of Directors summarized under the caption “The Mergers  — Opinion of TAL’s Financial Advisor” are
being provided to the Staff under separate cover by counsel to BofA Merrill Lynch, on a confidential and supplemental basis pursuant
to Rule 418 under the Securities Act, Rule 12b-4 under the Exchange Act and the provisions of 17 C.F.R. § 200.83.

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.

Response:

In
response to the Staff’s comment, the disclosure on page 15 of Amendment No. 1 has been expanded.

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.

Response:

In response to the Staff’s
comment, the disclosure on page 15 of Amendment No. 1 has been expanded.

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

February 5, 2016, p. 3

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.

Response:

As requested by the Staff, footnote
(1) on each of pages 30 and 31 of Amendment No. 1 has been expanded.

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.

Response:

In response to the Staff’s
comment, the historical per share data of Triton has been included on page 31 of Amendment No. 1.

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 other transaction fees and other costs associated with the mergers.”

Response:

In response to the Staff’s
comment, the disclosure on pages 37 and 38 of Amendment No. 1 has been revised.

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 represented at least 10% of leasing revenues.

Response:

In response to the Staff’s
comment, the disclosure on page 42 of Amendment No. 1 has been revised to disclose the two customers that would have represented
at least 10% of Holdco’s combined leasing revenues for 2015 on a pro forma basis. Other than the two customers disclosed
on page 42 of Amendment No. 1, no other

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

February 5, 2016, p. 4

individual customer would have
represented 10% or more of Holdco’s combined leasing revenues for 2015 on a pro forma basis.

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 pay 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.

Response:

In response to the Staff’s
comment, the disclosure on page 68 of Amendment No. 1 has been expanded to disclose the total 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.

Response:

In response to the Staff’s
comment, the disclosure in Notes 3 and 6(d) to the Unaudited Combined Pro Forma Financial Statements on pages 70 and 74 of Amendment
No. 1 related to the treatment of TAL and Triton share-based awards in connection with the mergers has been expanded.

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 accounting 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 response specifically addresses the following
pertinent facts:

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

February 5, 2016, p. 5

 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 and 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 that 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 although
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 right 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.

Response:

In response to the Staff's comment,
the reference to the transaction effectively being a reverse merger on page 68 of Amendment No. 1 has been deleted as it has no
impact on the determination of the accounting acquirer in the transaction.

With respect to the determination
of the accounting acquirer in the transaction, Holdco respectfully advises the Staff that, in making the determination of the accounting
acquirer, after evaluation of all of the relevant factors, all else being equal (that is, where in this transaction all other relevant
factors are neutral and do not favor either party as the accounting acquirer), it was concluded that former Triton shareholders’
majority voting power in the combined entity, the presence of a large minority voting interest concentrated within the former Triton
shareholders and the relative size of Triton in relation to TAL indicated that Triton should be the accounting acquirer.

In response
to the Staff's comment, the Staff is supplementally advised as follows:

ASC 805-10-55-12 provides factors
to consider in identifying the acquirer in a business combination effected by exchanging equity interests, including:

 · the relative voting rights in the combined
entity after the business combination;

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

February 5, 2016, p. 6

 · the existence of a large minority interest
in the combined entity;

 · the composition of the governing body
after the business combination;

 · the composition of senior management after
the business combination; and

 · the terms of the exchange of the equity
interests in the combined entity.

ASC 805 provides no hierarchical
guidance on determining the acquirer in a business combination effected through an exchange of equity interests. All pertinent
facts and circumstances should be considered, particularly those in ASC 805-10-55-12(a) through 55-12(e). Additional facts and
circumstances that may be pertinent are which of the combining entities initiated the business combination as well as the relative
size of the combining entities.

Relative voting rights in
the combined entity

The acquirer usually is the
entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity.

Triton shareholders as a group
will receive approximately 55% of the ownership of the combined entity, and thereby approximately 55% of the voting rights, giving
them the majority of the voting rights of the combined entity, while TAL stockholders as a group will have a minority of the ownership
and voting rights in the combined entity. Disregarding the voting restrictions set forth in the Sponsor Shareholders Agreements
(which are discussed further below), the significant differential between the voting interest of the Triton shareholders and the
TAL stockholders in the combined entity would favor Triton as the accounting acquirer.

As noted by the Staff, there
are certain provisions in the Sponsor Shareholders Agreements that provide certain voting restrictions on the Sponsor Shareholders.
As a result of these restrictions, the TAL stockholders could be viewed as receiving, as a group, more than 50% of the voting power
of the combined entity. As discussed below, due to the limited circumstances in which these voting restrictions are expected to
be applicable, Holdco believes that, despite these restrictions, the majority voting interest of the former Triton shareholders
in the combined entity would nevertheless favor Triton as the accounting acquirer.

Only in certain situations do
the provisions of the Sponsor Shareholders Agreements require the Sponsor Shareholders to vote a portion or all of their respective
Holdco shares in the same proportion as the votes cast by the Holdco shareholders other than the Sponsor Shareholders – the
following are those situations:

 (i) any election or removal of directors (other than with respect to any contested election, any election
or removal of the directors appointed by the Sponsor

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

February 5, 2016, p. 7

Shareholders or any replacement
of such Sponsor Shareholder appointed directors); and

 (ii) any vote or consent on any shareholder proposal or extraordinary transaction that is not approved
by a majority of the Holdco Board and, in the case of an extraordinary transaction, provides equal treatment of all Holdco shares.

It is expected that many significant
matters that would be submitted to shareholders of the combined entity for approval would be first approved by the Holdco Board,
in which case the Sponsor Shareholders would not be subject to these voting restrictions. Significant matters expected to be approved
by the Holdco Board prior to being put to a shareholder vote include negotiated extraordinary transactions, the ratification of
the appointment of Holdco’s auditor, executive compensation-related matters and amendments to Holdco’s organizational
documents proposed by the Holdco Board. Therefore, it is expected that the Sponsor Shareholders would be able to vote their shares
freely with respect to these and other significant matters.

In addition, despite the voting
restrictions applicable to elections and removals of directors, the Sponsor Shareholders will have significant influence in the
selection of the directors nominated to serve on the Holdco Board due to their right to nominate a total of three directors to
the nine member Holdco Board and their right to have at least one of their director designees appointed to Holdco’s Nominating
and Corporate Governance Committee.

Given the limited circumstances
in which the Sponsor Shareholder voting restrictions are expected to be applicable, Holdco concluded that former Triton shareholders
will have greater voting power in the combined entity (55% as a group) relative to former TAL stockholders (45% as a group) for
many of the significant matters expected to be presented to Holdco’s shareholders for a vote. Thus, Holdco considers this
element to support Triton as the accounting acquirer.

Existence of a large minority
voting interest

The acquirer usually is the
combining entity whose single owner or organized group of owners holds the largest minority voting interest in the combined entity.

The Sponsor Shareholders will
hold an aggregate interest in the combined entity of approximately 42% and therefore are considered to have a substantial economic
interest in the combined entity and are expected to be highly influential with respect to Holdco Board and shareholder matters.

Another significant minority
of the total shares of the combined entity will be held by the Pritzker Shareholders. While the various Pritzker Shareholders have
not agreed to vote their Holdco shares as a single block, their interests, in the aggregate, in the combin