Conyers Dill & Pearman advised Textainer Group Holdings Limited (NYSE:TGH) (“Textainer” or the “Company”), one of the world’s largest lessors of intermodal containers, in connection with the issuance of US$500 million of Fixed Rate Asset Backed Notes (the “Notes”) by its subsidiary Textainer Marine Containers V Limited (“TMCL V”). The Notes issuance closed on 28 June 2017. The Notes were issued to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Act”) and to non-U.S. persons in accordance with Regulations promulgated under the Act. The Notes comprise of US$416 million in Class A and US$84 million in Class B Notes rated A(sf) and BBB(sf), respectively, by Standard & Poor’s. The Notes are scheduled to fully amortize and have a weighted average life of approximately 4.9 years.
The proceeds from the issuance of the Notes were primarily used to pay down existing bank facilities, enabling the Company to acquire new intermodal shipping containers and related assets. The Notes are secured by a pledge of TMCL V’s assets.
The Notes were purchased by both new and repeat investors that participated in Textainer’s recent offering in May. RBC Capital Markets, BofA Merrill Lynch, Credit Suisse and Wells Fargo Securities served as the lead bookrunners for the transaction.
The Notes issuance represents one of the largest ABS transactions in the history of the intermodal containers leasing industry.
Sophia Greaves and Edward Rance of the Bermuda office worked on the matter.