UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

~~February~~March 2314, 2024

Commission File Number 001-33725

Textainer Group Holdings Limited

(Translation of registrant’s name into English)

Century House

16 Par-La-Ville Road

Hamilton HM 08

Bermuda

(441) 296-2500

(Address of principal executive office)

Securities registered or to be registered pursuant to Section 12(b) of the Act.



Title of each class	Trading Symbols	Name of each exchange on which registered
Common Shares, $0.01 par value	TGH	New York Stock Exchange
7.000% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preference Shares, $0.01 par value	TGH PRA	New York Stock Exchange
6.250% Series B Fixed Rate Cumulative Redeemable Perpetual Preference Shares, par value $0.01	TGH PRB	New York Stock Exchange

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable

~~Submission~~Completion of ~~Matters~~the ~~to a Vote of Security Holders~~ Merger

On ~~February~~March 2214, 2024, pursuant to, and upon the terms and subject to the conditions of, that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among Textainer Group Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda (~~the~~“Textainer”, “~~Company~~TGH”, or the “~~Textainer~~Company”), ~~held~~Typewriter aParent ~~special~~Ltd., ~~general~~an ~~meeting~~exempted ofcompany ~~its~~incorporated ~~shareholders~~under the Companies Act (As Revised) of the ~~“Special~~Cayman ~~Meeting~~Islands (“Parent”) toand ~~consider~~Typewriter ~~and~~Merger ~~act~~Sub ~~upon~~Ltd., ~~the~~an ~~following~~exempted ~~proposals~~company aslimited ~~set~~by ~~forth~~shares inincorporated under the ~~Notice~~laws of ~~Special~~Bermuda ~~Meeting~~ and ~~the~~a ~~Company’s~~subsidiary ~~proxy~~of ~~statement~~Parent ~~for~~(“Merger ~~the~~Sub”), ~~Special~~Parent ~~Meeting~~completed ~~furnished~~its toacquisition of the UCompany.S. ~~Securities~~Merger Sub merged with and ~~Exchange~~into ~~Commission~~the Company (the “~~SEC~~Merger”), onwith ~~Textainer’s~~the ~~Report~~Company onsurviving ~~Form~~the ~~6-K~~merger ~~on January 17, 2024~~ (the “~~Proxy~~Surviving ~~Statement~~Company”): as a subsidiary of Parent.

~~1. Proposal to approve and adopt (a) the Agreement and Plan of~~ Merger, ~~dated as of October 22, 2023 (as it may be amended from time to time, the “Merger~~ Agreement”), by and among the Company, Typewriter Parent Ltd., an exempted company limited by shares incorporated under the Companies Act (2023 Revision) of the Cayman Islands (“Parent”), and Typewriter Merger Sub Ltd., an exempted company limited by shares incorporated under the Laws of Bermuda and a subsidiary of Parent (“Merger Sub”), (b) the form of Statutory Merger Agreement (as it may be amended from time to time, the “Statutory Merger Agreement”), by and among the Company, Parent, and Merger Sub, substantially in the form set forth in Exhibit B to the Merger Agreement, pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving company and a subsidiary of Parent and (c) the transactions contemplated thereby, including the Merger (the “Merger Proposal”).

~~2. Proposal~~At ~~to adjourn~~ the ~~Special~~effective ~~Meeting,~~time ifof ~~necessary~~the orMerger ~~appropriate,~~(the to“Effective ~~solicit~~Time”) ~~additional~~on ~~proxies~~March if14, ~~there~~2024, ~~are~~pursuant ~~not sufficient votes~~ to ~~approve~~ the Merger ~~Proposal~~Agreement: ~~(the “Adjournment Proposal”).~~

•

OfEach ~~the 41,375,795~~ common ~~shares of Textainer~~share, par value $0.01 per share, (“of the Company (the “Common Shares”) issued and ~~12,000~~outstanding ~~preference~~immediately ~~shares~~prior ofto ~~Textainer~~the Effective Time (~~collectively,~~other ~~“Company~~than ~~Preference~~(A) Common Shares”) ~~issued~~owned ~~and~~by ~~outstanding~~the asCompany or any of ~~January~~its 5direct or indirect wholly owned subsidiaries, ~~2024~~(B) Common Shares owned by Parent, ~~the~~Merger ~~record~~Sub ~~date~~or any other wholly owned subsidiary of Parent, 27 and in each case not held on behalf of third parties,~~967,623~~ ~~Company~~(C) any Common Shares being rolled prior to the Merger pursuant to a rollover or other similar agreement and ~~6,248~~(D) ~~Company~~any ~~Preference~~dissenting Common Shares), ~~were~~was ~~present~~canceled ~~virtually~~and automatically converted into the right to receive $50.00 per Common Share payable in cash (the “Per Share Merger Consideration”), or ~~represented~~in bythe ~~proxy~~case of holders of Shares on the JSE (as defined in the Merger Agreement), ~~constituting~~the ~~quorum.~~Rand equivalent of the Per Share Merger Consideration at the USD/Rand Exchange Rate (as defined in the Merger Agreement);

•

Each share of the Company’s ~~Common~~7.000% ~~Share~~Series ~~and~~A ~~Company~~Cumulative ~~Preference~~Redeemable ~~Share~~Perpetual isPreference ~~entitled~~Shares, topar ~~one~~value ~~vote~~$0.01 per share. ~~Each of~~ (the ~~12,000,000~~“Series ~~depositary~~A ~~shares~~Preference ~~issued~~Shares”), and ~~outstanding in respect of~~ the Company’s 6.250% Series AB Cumulative Redeemable Perpetual Preference Shares, orpar value $0.01 per share (the “Series B Preference Shares” ~~(each~~and, astogether ~~defined~~with inthe Series A Preference Shares, the ~~Proxy~~“Preference ~~Statement~~Shares”), ~~and~~was ~~each~~automatically ofconverted ~~which~~into ~~are~~a ~~traded~~preference onshare of the ~~New~~Surviving ~~York~~Company ~~Stock~~(and ~~Exchange)~~each ~~represents~~depositary share that represented a 1/1000th interest in ~~the~~each ~~applicable~~Preference ~~underlying~~Share of the Company ~~Preference~~automatically ~~Share.~~converted ~~Holders~~into ofa depositary ~~shares~~share ~~were~~representing a 1/1000th interest of a preference share of the Surviving Company) and is entitled to ~~vote~~ the ~~number~~same ofdividend ~~Series~~and Aall ~~Preference~~other ~~Shares~~preferences and ~~Series~~privileges, Bvoting ~~Preference~~rights, ~~Shares~~relative, ~~represented~~participating, byoptional and other special rights, and qualifications, limitations and restrictions (as described below, following effectiveness of the Merger, the Surviving Company issued notices of redemption for such ~~depositary~~preference shares, ~~respectively.~~of the Surviving Company);

•

~~Approval~~Each option to purchase Common Shares (a “Company Option”) that was outstanding as of immediately prior to the ~~Merger~~Effective ~~Proposal~~Time ~~required~~(whether ~~the~~or ~~affirmative~~not ~~vote~~vested) ofwas ~~more~~automatically ~~than~~cancelled ~~75%~~and ofconverted into the ~~votes~~right ~~cast~~to onreceive an amount in cash, without interest, equal to the ~~proposal~~product obtained by ~~holders~~multiplying of(x) the ~~Company~~number of Common Shares ~~and~~subject ~~the~~to such Company ~~Preference~~Option ~~Shares~~that is outstanding immediately prior to the Effective Time, ~~voting~~by ~~together~~(y) asthe ifamount ~~they~~by ~~were~~which athe ~~single~~Per ~~class.~~Share ~~Approval~~Merger Consideration exceeds the per-share exercise price of the ~~Adjournment~~Company ~~Proposal~~Option, less applicable taxes required ~~the~~to ~~affirmative~~be ~~vote~~withheld ofwith arespect ~~majority~~to ofsuch ~~the~~payment. ~~votes~~For ~~cast~~clarity, onany ~~the~~Company ~~proposal~~Option bythat ~~holders~~was ofoutstanding immediately prior to the ~~Company~~Effective ~~Common~~Time ~~Shares~~with ~~and~~a per-share exercise price that is greater than or equal to the ~~Company~~Per ~~Preference~~Share ~~Shares,~~Merger ~~voting~~Consideration ~~together~~was ascancelled ifat ~~they~~the ~~were~~Effective aTime ~~single~~without ~~class~~payment or other consideration therefor.

•

~~The~~Each ~~final~~award ~~voting~~of ~~results~~the ~~for~~Company’s restricted share units (the “Company RSUs” and each, ~~proposal~~a ~~are~~“Company ~~set~~RSU”), ~~forth~~to ~~below:~~the extent outstanding as of immediately prior to the Effective Time, was automatically converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the number of outstanding Company RSUs subject to such award (with

~~Proposal~~respect 1:to ~~The~~any performance-based vesting requirements, assuming attainment of the maximum level of performance under the terms of the applicable award agreement) and (y) the Per Share Merger ~~Proposal~~Consideration plus any unpaid cash in respect of dividends equivalent rights accrued prior to the Effective Time with respect to such Company RSU, subject to applicable tax withholdings (the “Unvested Company RSU Consideration”). Subject to the applicable holder’s continued service with Parent and its affiliates (including the Surviving Company and its subsidiaries), the Unvested Company RSU Consideration will vest and become payable upon the earlier to occur of (i) the date on which the time-based vesting conditions (including any vesting acceleration provisions) that applied to the corresponding portion of the applicable unvested Company RSUs immediately prior to the Effective Time would have been satisfied, and (ii) other than with respect to certain unvested Company RSUs issued following the date of the Merger Agreement, the twelve month anniversary of the Effective Time; subject to applicable tax laws. The Unvested Company RSU Consideration otherwise remains subject to the same terms and conditions that were applicable to the underlying Company RSU, as applicable, immediately prior to the Effective Time.

The ~~Merger~~foregoing ~~Proposal~~summary ~~was~~of ~~approved~~the byMerger ~~the~~Agreement ~~holders~~does ofnot ~~Company~~purport ~~Common~~to ~~Shares~~be complete and ~~Company~~is ~~Preference~~subject ~~Shares~~to, ~~based~~and ~~upon~~qualified in its entirety by, the ~~voting~~full ~~results~~terms ~~set~~of ~~forth~~such ~~below~~agreement. The Merger Agreement is attached as Exhibit 99.1 hereto, and is incorporated herein by reference.

For		Against		Abstain		Broker Non-Vote
27,905,498		31,027		37,345		0

The Merger Agreement has been included to provide investors with information regarding their terms. It is not intended to provide any other factual information about the parties or their respective subsidiaries or affiliates.

Proposal 2: The Adjournment Proposal

Because there were sufficient votes to approve the Merger Proposal, the Adjournment Proposal was not presented.

Press Release

On ~~February~~March 2314, 2024, Textainer issued a press release announcing the ~~results~~consummation of the ~~Special~~Merger ~~Meeting~~and the issuance of a notice of redemption for the Preference Shares and related depositary shares (as detailed further below). ~~The~~A copy of the press release ~~contemplates~~is anattached ~~anticipated~~as ~~closing~~Exhibit ~~date~~99.2 onhereto orand ~~about~~is ~~March~~hereby ~~14,~~incorporated ~~2024~~by reference herein.

ANotice ~~copy~~ of ~~the~~Delisting ~~press~~of ~~release~~Common ~~is attached as Exhibit 99.1 hereto and is hereby incorporated by reference herein.~~Shares

~~Finalization~~On ~~Announcement~~March 14, 2024, Textainer notified the New York Stock Exchange (the “NYSE”) that the Merger had been completed, and requested that the NYSE suspend trading of the Common Shares on the NYSE prior to the opening of trading on March 14, 2024. The Company also requested that the NYSE file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of the Common Shares from the NYSE and the deregistration of such Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Common Shares will no longer be listed on the NYSE.

In ~~accordance~~addition, ~~with~~ the ~~regulatory~~Company ~~requirements~~intends ofto ~~the~~file ~~Johannesburg~~a ~~Stock~~certification ~~Exchange (the “JSE”),~~ on ~~February~~Form ~~23,~~15F ~~2024~~with ~~Textainer~~the ~~publicly~~SEC ~~issued~~requesting inthe ~~South~~termination ~~Africa~~of ~~via~~registration ~~SENS~~of ~~a finalization announcement (~~the ~~“Finalization Announcement”) in required form with respect to Company~~ Common Shares ~~traded~~under onSection ~~the JSE in South Africa. The Finalization Announcement contemplates, among other things,~~ 12(ig) anof ~~anticipated~~the ~~closing~~Exchange ~~date~~Act ~~on or about March 14, 2024~~ and ~~(ii) advises that all conditions to~~ the ~~closing~~suspension ~~have~~of ~~been fulfilled or waived, other than those conditions that by their nature are to be satisfied at closing, as outlined in~~ the ~~Merger Agreement, including an absence of any~~ Company’s ~~Material~~reporting ~~Adverse~~obligations ~~Effect~~under ~~(as~~Section ~~defined~~13 inof the ~~Merger~~Exchange ~~Agreement).~~Act ~~Among~~with ~~other~~respect ~~satisfied~~to ~~closing conditions, Company shareholder approval and all antitrust approvals required under~~ the ~~Merger~~Common ~~Agreement have been received~~Shares.

AFull ~~copy~~Redemption of ~~the~~Company ~~Finalization~~Series ~~Announcement~~A isand ~~attached~~Series asB ~~Exhibit~~Preference ~~99.2~~Shares ~~hereto~~ and isCorresponding ~~hereby~~Redemption ~~incorporated~~of bySeries ~~reference~~A ~~herein.~~and Series B Depositary Shares

Following the effectiveness of the Merger, on March 14, 2024, Textainer (as the Surviving Company) gave notice that it has elected to redeem pursuant to the respective Certificates of Designations (the “Redemption”), on April 15, 2024 (the “Redemption Date”) all of its outstanding (i) Series A Preference Shares and (ii) Series B Preference Shares.

The redemption price with respect to each Series A Preference Share to be redeemed will be $25,150.69 per Series A Preference Share, which represents $25,000 plus all accumulated and unpaid distributions to, but not including, the Redemption Date, whether or not declared. The redemption price with respect to each Series B Preference Share to be redeemed will be $25,134.55 per Series B Preference Share, which represents $25,000 plus all accumulated and unpaid distributions to, but not including, the Redemption Date, whether or not declared.

Redemption of the Series A Preference Shares and the Series B Preference Shares results in a corresponding redemption of (i) each depositary share representing a 1/1000th interest in each such Series A Preference Share (NYSE: TGH PRA) (the “Series A Depositary Shares”) and (ii) each depositary share representing a 1/1000th interest in each Series B Preference Share (NYSE: TGH PRB) (the “Series B Depositary Shares”). Following the redemption of the Series A Depositary Shares and Series B Depositary Shares, Textainer will request that the NYSE delist the depositary shares. As a result, the Series A Depositary Shares and the Series B Depositary Shares will no longer be listed on the NYSE.

In addition, the Company intends to file a certification on Form 15F with the SEC requesting the termination of registration of the Series A Preference Shares and the Series B Preference Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Section 13 of the Exchange Act with respect to the Preference Shares.

Copies of (i) the Series A Preference Shares notice of redemption is attached as Exhibit 99.3 and (ii) the Series B Preference Shares notice of redemption is attached as exhibit 99.4, each of which is hereby incorporated by reference herein.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this ~~press~~Form ~~release~~6-K may constitute “forward-looking statements.” Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that could cause actual results to differ materially include the following: ~~risks related to~~ the satisfaction or waiver of the conditions to closing the proposed acquisition in the anticipated timeframe or at all, including the possibility that the proposed acquisition does not close; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement; risks related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized within the expected time period; disruption from the transaction making it more difficult to maintain business and operational relationships; continued availability of capital and financing; disruptions in the financial markets; certain restrictions during the pendency of the transaction that may impact Textainer’s ability to pursue certain business opportunities or strategic transactions; risks related to diverting management’s attention from Textainer’s ongoing business operation; negative effects of this announcement or the consummation of the proposed acquisition on the market price of Textainer’s common shares, preference shares and/or operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition, other business effects and uncertainties, including the effects of industry, market, business, economic, political or regulatory conditions; decreases in the demand for leased containers; decreases in market leasing rates for containers; difficulties in re-leasing containers after their initial fixed-term leases; customers’ decisions to buy rather than lease containers; increases in the cost of repairing and storing Textainer’s off-hire containers; Textainer’s dependence on a limited number of customers and suppliers; customer defaults; decreases in the selling prices of used containers; the impact of COVID-19 or future global pandemics on Textainer’s business and financial results; risks resulting from the political and economic policies of the United States and other countries, particularly China, including but not limited to, the impact of trade wars, duties, tariffs or geo-political conflict; risks stemming from the international nature of Textainer’s business, including global and regional economic conditions, including inflation and attempts to control inflation, and geopolitical risks such as the ongoing war in Ukraine and activities in Israel; extensive competition in the container leasing industry and developments thereto; decreases in demand for international trade; disruption to Textainer’s operations from failures of, or attacks on, Textainer’s information technology systems; disruption to Textainer’s operations as a result of natural disasters; compliance with laws and regulations related to economic and trade sanctions, security, anti-terrorism, environmental protection and anti-corruption; the availability and cost of capital; restrictions imposed by the terms of Textainer’s debt agreements; and changes in tax laws in Bermuda, the United States and other countries.

You should carefully consider the foregoing factors and the other risks and uncertainties that affect Textainer’s business described in the “Risk Factors” and “Information Regarding Forward-Looking Statements; Cautionary Language” sections of its Annual Report on Form 20-F and other documents filed from time to time with the U.S. Securities and Exchange Commission (the “SEC”), all of which are available at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Textainer assumes no obligation to, and does not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. Textainer does not give any assurance that it will achieve its expectations.

~~Additional~~THIS ~~Information~~REPORT ~~and~~ON ~~Where~~FORM to6-K ~~Find~~IS ItHEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE COMPANY:

•

InREGISTRATION ~~connection~~STATEMENTS ~~with~~ON ~~the~~FORM ~~Special~~S-8 Meeting, Textainer mailed or otherwise made available, on or about January 24, 2024, to Textainer’s shareholders as of the January 5, 2024 record date the Proxy Statement describing the Merger Proposal voted upon at the Special Meeting, as well as logistical information related to the Special Meeting(NO. ~~INVESTORS~~333-233323 AND ~~SECURITY~~NO. ~~HOLDERS~~333- ~~ARE~~211290) ~~URGED TO READ THE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE~~ FILED WITH THE SEC ~~CAREFULLY~~ON ~~AND~~AUGUST IN16, ~~THEIR~~2019 ~~ENTIRETY IF~~ AND ~~WHEN~~MAY ~~THEY~~11, ~~BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TEXTAINER AND THE PROPOSED TRANSACTION.~~2016

•

~~Investors~~REGISTRATION ~~and~~STATEMENT ~~security~~ON ~~holders~~FORM ~~will~~F-3 be able to obtain copies of these materials and other documents containing important information about Textainer and the proposed transaction, free of charge through the website maintained by the SEC at www(NO.~~sec.gov.~~ ~~Copies~~333-255054) ofFILED ~~documents~~WITH ~~filed~~THE ~~with the~~ SEC byON ~~Textainer~~APRIL ~~will~~6, ~~be made available free of charge on Textainer’s investor relations website at https://investor.textainer.com/.~~ 2021

Exhibits

99.1 Press Release, dated February 23, 2024

    99.1*
 
    Agreement and Plan of Merger, dated October 22, 2023 (incorporated by reference to Exhibit 99.1 to the Form 6-K furnished by Textainer Group Holdings Limited on October 23, 2023)

    99.2
 
99.3
 
99.4
 
    Press Release, dated March 14, 2024

Series A Preference Shares Notice of Redemption, dated March 14, 2024  
 
Series B Preference Shares Notice of Redemption, dated March 14, 2024

~~99.~~* Certain schedules and similar attachments have been omitted pursuant to Item 601(b)(2 ~~Finalization~~) ~~Announcement,~~of ~~dated~~Regulation ~~February~~S-K ~~23,~~and ~~2024~~ will be provided to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: ~~February~~March 2314, 2024

    Textainer Group Holdings Limited

   

    /s/ OLIVIER GHESQUIERE

   

    Olivier Ghesquiere

   

    President and Chief Executive Officer

   

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