Final Prospectus Supplement 424B5http://www.oblible.com 1 d792354d424b5.htm FINAL PROSPECTUS SUPPLEMENT Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-198744 CALCULATION OF REGISTRATION FEE Maximum aggregate Amount of Title of each class of securities to be registered offering price registration fee (1) 4.550% Senior Notes due 2024 $400,000,000 $51,520 Guarantees of 4.550% Senior Notes due 2024 (2) — — (1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. (2) In accordance with Rule 457(n), no separate fee is payable with respect to the guarantees of the debt securities being registered. Table of Contents Prospectus supplement (To Prospectus dated September 15, 2014) Trinity Industries, Inc. $400,000,000 4.550% Senior Notes due 2024 Interest payable April 1 and October 1. The notes will mature on October 1, 2024. Interest will accrue from September 25, 2014, and the first interest payment date will be April 1, 2015. We may redeem some or all of the notes at any time at the applicable redemption price set forth under “Description of notes—Optional redemption.” If a change of control triggering event as described in this prospectus supplement occurs, we may be required to repurchase the notes from the holders at 101% of the principal amount outstanding, plus any accrued and unpaid interest to the date of repurchase. See “Description of notes—Offer to repurchase upon a Change of Control Triggering Event.” There is no sinking fund for the notes. The notes will be our general senior unsecured obligations and will be equal in right of payment with all of our existing and future senior indebtedness including any indebtedness outstanding under our revolving credit facility. The notes will be senior to our existing and future subordinated indebtedness including our convertible subordinated notes due 2036, which we refer to herein as the convertible subordinated notes. The notes will be effectively subordinated to any existing or future secured indebtedness that we or our subsidiary guarantors incur to the extent of the value of the collateral. Initially, the notes will be guaranteed on an unsecured senior basis by certain of our existing and future direct and indirect domestic subsidiaries, and will be equal in right of payment with all existing and future senior indebtedness of the guarantors, including their guarantees of the revolving credit facility. See “Description of notes—Guarantees.” The notes will be structurally subordinated to all indebtedness and obligations of our subsidiaries that do not guarantee the notes with respect to the assets of such subsidiaries, including the non-recourse obligations of certain of our wholly-owned and partially-owned leasing subsidiaries under various equipment notes, promissory notes, and a warehouse facility. Investing in the notes involves risks. See “Risk factors” beginning on page S-12 of this prospectus supplement and in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. You should carefully read and consider these http://www.sec.gov/Archives/edgar/data/99780/000119312514349978/d792354d424b5.htm[9/26/2014 2:24:31 PM] Final Prospectus Supplement riskhttp://www.oblible.com factors before you invest in the notes. Public Proceeds, before offering Underwriting expenses, to the price(1) discount Issuer(1) Per note 99.888% 0.650% 99.238% Total $399,552,000 $ 2,600,000 $ 396,952,000 (1) Plus accrued interest, if any, from September 25, 2014. The notes will not be listed on any securities exchange. The underwriters expect to deliver the notes to investors on or about September 25, 2014 in book-entry form only through The Depository Trust Company and its participants, including Clearstream Banking société anonyme and Euroclear Bank, S.A./N.V. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Joint Book-Running Managers BofA Merrill Lynch J.P. Morgan Co-Managers BB&T Capital Markets RBS Wells Fargo Securities BOSC, Inc. Credit Suisse Fifth Third Securities The date of this prospectus supplement is September 22, 2014 Table of Contents About this prospectus supplement This document consists of two parts. The first part is this prospectus supplement, which describes the terms of the offering of the notes and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which provides more general information. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or any document incorporated herein or therein by reference, on the other hand, you should rely on the information in this prospectus supplement. You should rely only on the information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus and any related free writing prospectus. Neither we nor the underwriters have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriters are making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus, any related free writing prospectus, or any other offering materials is accurate as of any date other than the date on the front of such document, regardless of the time of delivery of this prospectus supplement, the accompanying prospectus, any related free writing prospectus, or any sale of the notes. Our business, financial condition, results of operations, and prospects may have changed since those respective dates. Except as otherwise indicated or unless the context requires, as used in this prospectus supplement, references to “Trinity,” the “Company,” “we,” “us,” and “our” refer to Trinity Industries, Inc. and its consolidated subsidiaries. Table of Contents Prospectus Supplement Forward-looking statements ii Material United States federal tax considerations S-39 http://www.sec.gov/Archives/edgar/data/99780/000119312514349978/d792354d424b5.htm[9/26/2014 2:24:31 PM] Final Prospectus Supplement Summary S-1 ERISA considerations S-44 Risk factors S-12 Underwriting S-46 Use of proceeds S-17 Legal matters S-50 Capitalization S-18 Experts S-50 Ratio of earnings to fixed charges S-19 Where you can find more information S-50 Description of certain indebtedness S-20 Documents incorporated by reference into this prospectus Description of notes S-23 supplement S-50 Book-entry, delivery and form S-35 Prospectus About this prospectus 1 Description of debt securities and guarantees 10 Risk factors 2 Plan of distribution 20 Forward-looking statements 2 Legal matters 21 The Company 4 Experts 21 Summary consolidated financial data 4 Where you can find more information 22 Ratio of earnings to fixed charges 7 Documents incorporated by reference into this prospectus 22 Use of proceeds 7 Description of capital stock 8 i Table of Contents Forward-looking statements Some statements in this prospectus supplement (or otherwise made by us or on our behalf from time to time in other filings with the Securities and Exchange Commission, or the SEC, incorporated herein by reference) contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not historical facts are forward-looking statements and involve risks and uncertainties. These forward-looking statements include expectations, beliefs, plans, objectives, future financial performance estimates, projections, goals, and forecasts. We use the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should” and similar expressions to identify these forward-looking statements. Potential factors that could cause our actual results of operations to differ materially from those in the forward-looking statements include, among others: • market conditions and demand for our business products and services; • the cyclical nature of industries in which we compete; • variations in weather in areas where our construction and energy products are sold, used, or installed; • naturally-occurring events and disasters causing disruption to our manufacturing, product deliveries, and production capacity, thereby giving rise to an increase in expenses, loss of revenue, and property losses; • the timing of introduction of new products; • the timing and delivery of customer orders or a breach of customer contracts; • the credit worthiness of customers and their access to capital; • product price changes; • changes in mix of products sold; • the extent of utilization of manufacturing capacity; • availability and costs of steel, component parts, supplies, and other raw materials; • competition and other competitive factors; • changing technologies; • surcharges and other fees added to fixed pricing agreements for steel, component parts, supplies, and other raw materials; http://www.sec.gov/Archives/edgar/data/99780/000119312514349978/d792354d424b5.htm[9/26/2014