Filed Pursuant to Form 424(b)(5)
Registration Number 333-217915
PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 2, 2017)
1,700,000 Shares
CAI International, Inc.
8.50% Series B
Fixed-to-Floating
Rate Cumulative Redeemable
Perpetual Preferred Stock
(Liquidation Preference $25.00 per share)
We are offering 1,700,000 shares of our 8.50% Series B
Fixed-to-Floating
Rate Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share (the Series B Preferred Stock).
Dividends on the Series B Preferred Stock accrue daily and will be cumulative from, and including, the date of original issue and shall be
payable quarterly on the 15th day of each January, April, July and October. The first dividend on the Series B Preferred Stock is scheduled to be paid on October 15, 2018 in the amount of $0.36597 per share of Series B Preferred Stock to the persons
who are the holders of record of the Series B Preferred Stock at the close of business on October 1, 2018. The Fixed Dividend Rate (as defined herein) shall accrue from, and including, the date of original issuance to, but not including, August 15,
2023. On and after August 15, 2023, dividends on the Series B Preferred Stock shall accrue at an annual rate equal to the sum of (a) Three-Month LIBOR (as defined herein) as calculated on each applicable Date of Determination (as defined
herein) and (b) 5.687% of the $25.00 liquidation preference per share of Series B Preferred Stock.
At any time on or after August 15,
2023, we may redeem the Series B Preferred Stock, in whole or in part, out of amounts legally available therefor, at a redemption price of $25.00 per share of Series B Preferred Stock plus an amount equal to all accumulated and unpaid dividends
thereon to the date of redemption, whether or not declared. We may also redeem the Series B Preferred Stock in the event of a Change of Control (as defined herein). See Description of Series B Preferred StockChange of Control.
Holders of the Series B Preferred Stock generally have no voting rights except for limited voting rights if we fail to pay dividends on the
Series B Preferred Stock for six or more quarterly periods (whether or not consecutive) or we fail to maintain the listing of the Series B Preferred Stock on a National Exchange (as defined herein) for a period of 180 consecutive days. See
Description of Series B Preferred StockVoting Rights.
Currently, there is no public market for the Series B Preferred
Stock. We intend to apply to have the Series B Preferred Stock listed on the New York Stock Exchange (NYSE). If the application is approved, we expect trading of the Series B Preferred Stock on the NYSE to begin within 30 days after
their original issue date.
The Series B Preferred Stock will rank on parity with our 8.50% Series A
Fixed-to-Floating
Rate Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share (the Series A Preferred Stock), with respect to distributions and amounts payable
upon a liquidation event.
Investing in our securities involves risks. You should carefully consider each of the risks described under the caption
Risk
Factors
beginning on page
S-10
of this prospectus supplement and page 1 of the accompanying prospectus, and appearing under the caption Item 1A. Risk Factors in our Annual Report on Form
10-K
for the year ended December 31, 2017 and our Quarterly Reports on Form
10-Q
for the quarterly periods ended March 31, 2018 and June 30, 2018.
Neither the Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
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Per Share
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Total
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Public offering price
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$
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25.00
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$
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42,500,000
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Underwriting discounts and commissions
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$
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0.7875
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$
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1,338,750
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Proceeds, before expenses, to us
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$
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24.2125
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$
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41,161,250
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We have granted the underwriters a 30 day option to purchase up to an additional 255,000 shares of Series B
Preferred Stock from us on the same terms and conditions as set forth above.
The underwriters expect to deliver the Series B Preferred
Stock in book-entry form through The Depository Trust Company on or about August 13, 2018.
Joint
Bookrunning Managers
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RBC Capital Markets
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B. Riley FBR
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Janney Montgomery Scott
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Oppenheimer & Co.
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William Blair
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Co-Managers
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BB&T Capital Markets
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Huntington Capital Markets
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Incapital
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National Securities Corporation
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Wedbush Securities
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Prospectus Supplement dated August 6, 2018.