This proxy statement contains information related to a special meeting of the common stockholders (the “Special Meeting”) of CAI International, Inc., a Delaware corporation (“CAI,” the “Company,” “we,” “us,” or “our”), to be held on September 2, 2021, at 10:00 a.m., Pacific Time. The Special Meeting will be held entirely online live via audio webcast due to the public health impact of the COVID-19 pandemic and to support the health and well-being of our directors, employees, stockholders, and other stakeholders. You will be able to attend and participate in the Special Meeting online by visiting www.virtualshareholdermeeting.com/CAI2021SM (the “Virtual Special Meeting Website”), where you will be able listen to the Special Meeting live, submit questions, and vote. Please note that the Special Meeting will not be held at a physical location and you will not be able to attend the Special Meeting by your physical presence.

On June 17, 2021, the Company entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) with Mitsubishi HC Capital Inc., a Japanese corporation (“Parent”), and Cattleya Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), relating to the proposed acquisition of the Company by Parent. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger as a wholly-owned subsidiary of Parent.

We are furnishing this proxy statement to our common stockholders as part of the solicitation of proxies by the board of directors of the Company (the “Board”) for use at the Special Meeting. At the Special Meeting, you will be asked to consider and vote on proposals to: (i) adopt the Merger Agreement (the “Merger Proposal”); (ii) adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”); and (iii) approve, on a non-binding, advisory basis, certain compensation that will be, or may become, payable to our named executive officers in connection with the Merger (the “Compensation Proposal”). A copy of the Merger Agreement is attached as Annex A to the proxy statement.

This proxy statement is dated August 4, 2021 and, together with the enclosed form of proxy card, is first being mailed to common stockholders on or about August 4, 2021.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, including the proposed Merger, or passed upon the adequacy or accuracy of the information contained in this proxy statement. Any representation to the contrary is a criminal offense.

This summary term sheet, together with the following section entitled “Questions and Answers,” highlights selected information from this proxy statement, including with respect to the Merger Agreement and the transactions contemplated thereby, including the Merger, and may not contain all of the information that may be important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger and the Merger Agreement, you should carefully read this entire proxy statement, the annexes to this proxy statement and the documents that we refer to, or incorporate by reference, in this proxy statement. Each item in this summary term sheet includes a page reference directing you to a more complete description of that topic. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information” beginning on page 117. The Merger Agreement is attached as Annex A to this proxy statement. We encourage you to read the Merger Agreement, which is the legal document that governs the Merger, carefully and in its entirety.

CAI is a Delaware corporation. We are one of the world’s leading transportation finance companies. We lease equipment, primarily intermodal shipping containers, to our customers. We also manage equipment for third-party investors. In operating our fleet, we lease, re-lease and dispose of equipment and contract for the repair, repositioning and storage of equipment. We were founded in 1989, as a traditional container leasing company that leased containers owned by us to container shipping lines. We were originally incorporated under the name Container Applications International, Inc. in the State of Nevada in August 1989. In February 2007, we were reincorporated under our present name in the State of Delaware. Please see “Where You Can Find More Information” beginning on page 117 for additional information regarding us.

Our common stock is listed on The New York Stock Exchange (the “NYSE”) under the symbol “CAI.” In addition, our Series A Preferred Stock and our Series B Preferred Stock (each as defined below) are listed on the NYSE under the symbols “CAI-PA” and “CAI-PB,” respectively.

Our principal executive office is located at Steuart Tower, 1 Market Plaza, Suite 2400, San Francisco, California 94105, and our telephone number is (415) 788-0100.

Mitsubishi HC Capital Inc. (f.k.a. Mitsubishi UFJ Lease & Finance Company Limited) is a Japanese public company established through the merger of Mitsubishi UFJ Lease & Finance Limited and Hitachi Capital Corporation on April 1, 2021. The merger resulted in a combined company having total assets of JPY 9.7 trillion ($89 billion), making it the second largest leasing company in Japan with an extensive and complementary lineup of business.

Parent’s common stock is listed on the Tokyo Stock Exchange and the Nagoya Stock Exchange under the code “8593.”

Parent’s principal executive office is located at 5-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, 100-6525, Japan, and its telephone number is +81-3-6865-3054.

Cattleya Acquisition Corp. (“Merger Sub”) is a Delaware corporation and a wholly-owned subsidiary of Parent. Merger Sub was incorporated in 2021 by Parent solely for the purposes of entering into the transactions contemplated by the Merger Agreement, and has not entered into any business activities other than in connection with the transactions contemplated by the Merger Agreement. Upon completion of the Merger, Merger Sub will cease to exist and the Company will continue as the surviving corporation of the Merger.

Merger Sub’s principal executive office is located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, and may be contacted at 5-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, 100-6525, Japan, and its telephone number is +81-3-6865-3054.

The Special Meeting will be held on September 2, 2021, at 10:00 a.m., Pacific Time. The Special Meeting will be held entirely online live via audio webcast due to the public health impact of the COVID-19 pandemic and to support the health and well-being of our directors, employees, stockholders, and other stakeholders. You will be able to attend and participate in the Special Meeting online by visiting www.virtualshareholdermeeting.com/CAI2021SM, where you will be able listen to the Special Meeting live, submit questions, and vote. Please note that the Special Meeting will not be held at a physical location and you will not be able to attend the Special Meeting by your physical presence. To attend and participate in the Special Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your broker, trustee or other nominee to obtain your 16-digit control number or otherwise vote through the broker, trustee or other nominee. Only common stockholders with a valid 16-digit control number, will be able to attend the Special Meeting and vote, ask questions and access the list of common stockholders as of the close of business on the Record Date (as defined in “—Record Date; Shares Entitled to Vote” beginning on page 2). The Special Meeting will begin promptly at 10:00 a.m., Pacific Time. Online check-in will begin at 9:45 a.m., Pacific Time, and you should allow ample time for the online check-in procedures.

At the Special Meeting, we will ask common stockholders to vote on each of the: (1) Merger Proposal; (2) Adjournment Proposal; and (3) Compensation Proposal.

Holders of the outstanding shares of common stock as of the close of business on August 2, 2021, the record rate for the Special Meeting (the “Record Date”), are entitled to notice of, and to vote at, the Special Meeting.

As of the Record Date, there were 17,357,549 shares of our common stock outstanding, each entitled to one vote per share. Therefore, a total of 17,357,549 votes are eligible to be cast at the Special Meeting.

The vote of the holders of our Preferred Stock is not required to approve any of the proposals at the Special Meeting and is not being solicited.

As of the Record Date, there were 17,357,549 shares of common stock outstanding and entitled to vote at the Special Meeting. The quorum requirement for holding the Special Meeting and transacting business is that holders of a majority of shares of our common stock entitled to vote must be present in person (including by means of remote communication) or represented by proxy at the Special Meeting. Abstentions will be counted as present for the purpose of determining whether a quorum is present, however “broker non-votes” (described in more detail below in “—Voting of Proxies” beginning on page 3), if any, will not be counted as present for the purpose of determining whether a quorum is present at the Special Meeting. If your shares are held in “street name” by your broker, bank, trustee or other nominee and you do not tell your broker, bank, trustee or other nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting.

The General Corporation Law of the State of Delaware (the “DGCL”) requires that a majority of the shares of common stock outstanding and entitled to vote at the Special Meeting as of the Record Date vote in favor of the adoption of the Merger Agreement in order for the Merger to be consummated. The failure of any common stockholder to vote, abstentions, and broker non-votes, if any, will have the same effect as a vote by that stockholder “AGAINST” the Merger Proposal. Approval of each of the Adjournment Proposal and the Compensation Proposal requires the affirmative vote of a majority of the shares present in person (including by means of remote communication) or represented by proxy and entitled to vote on such proposal at the Special Meeting as of the Record Date. Abstentions will have the same effect as a vote “AGAINST” each of the Adjournment Proposal and the Compensation Proposal but the failure to vote your shares and broker non-votes, if any, will have no effect on the outcome of either the Adjournment Proposal or the Compensation Proposal.

Each share of common stock is entitled to one vote per share.

As of the Record Date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, 1,409,813 shares of common stock, or approximately 8.1% of the aggregate shares of common stock entitled to vote at the Special Meeting. The directors and executive officers of the Company have informed the Company that they currently intend to vote all of their shares “FOR” each of the proposals to be considered and voted on at the Special Meeting.

Any stockholder of record entitled to vote at the Special Meeting may submit a proxy by returning a signed proxy card by mail in the accompanying prepaid reply envelope or granting a proxy electronically over the Internet or by telephone, or may vote via the Virtual Special Meeting Website at the Special Meeting. If you are a beneficial owner and hold your shares in “street name” through a broker, bank, trustee or other nominee, you should instruct your broker, bank, trustee or other nominee on how you wish to vote your shares using the instructions provided by your broker, bank, trustee or other nominee. Under NYSE rules, brokers, banks, trustees and other nominees have the discretion to vote on routine matters. The proposals to be considered at the Special Meeting are non-routine matters, and brokers, banks, trustees and other nominees cannot vote on any of these proposals without your instructions. As a result, absent specific instructions from the beneficial owner of such shares, brokers are not empowered to vote those shares, referred to generally as “broker non-votes.” Broker non-votes, if any, will not be treated as shares that are present at the Special Meeting for purposes of determining whether a quorum exists and will have the same effect as votes “AGAINST” the Merger Proposal. Broker non-votes, if any, will have no effect on the either Adjournment Proposal or the Compensation Proposal, whether or not a quorum is present. Because none of the proposals to be voted on at the Special Meeting are routine matters for which brokers may have discretionary authority to vote, we do not expect any broker non-votes at the Special Meeting. Therefore, it is important that you cast your vote or instruct your broker, bank, trustee or other nominee on how you wish to vote your shares.

All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in the manner specified by the proxy holders. Properly executed proxies that do not contain voting instructions will be voted “FOR” the Merger Proposal, “FOR” the Adjournment Proposal and “FOR” the Compensation Proposal.

Shares represented at the Special Meeting but not voted, including shares for which proxies have been received but for which common stockholders have abstained, will be treated as present at the Special Meeting for purposes of determining the presence or absence of a quorum for the transaction of all business.

Only shares affirmatively voted for the Merger Proposal, including properly executed proxies that do not contain specific voting instructions, will be counted “FOR” that proposal.

If you abstain from voting, it will have the same effect as a vote “AGAINST” each of the Adjournment Proposal and the Compensation Proposal, whether or not a quorum is present.

If you do not execute a proxy card and do not vote in person (including by means of remote communication) at the Special Meeting, it will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on either the Adjournment Proposal or the Compensation Proposal, whether or not a quorum is present.

If you are a stockholder of record on the Record Date, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by: (i) signing another proxy card with a later date and returning it to us prior to the Special Meeting; (ii) submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy; (iii) delivering a written notice of revocation to our Secretary at Steuart Tower, 1 Market Plaza, Suite 2400, San Francisco, California 94105; or (iv) attending the Special Meeting and voting via the Virtual Special Meeting Website (however, simply attending the Special Meeting will not cause your proxy to be revoked).

If you hold your shares in “street name,” you should contact your broker, bank, trustee or other nominee for instructions regarding how to change your vote. You may also vote via the Virtual Special Meeting Website at the Special Meeting if you obtain a valid proxy from your broker, bank, trustee or other nominee.

Upon the terms and subject to the satisfaction or waiver of the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into the Company, and the Company will continue as the surviving corporation and as a wholly-owned subsidiary of Parent.

If the Merger Agreement is not adopted by the required vote of our common stockholders, or if the Merger is not completed for any other reason, our stockholders will not receive any payment for their shares. Instead, we will remain an independent public company, each of our common stock, 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), and 8.50% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Stock”), will continue to be listed and traded on the NYSE and registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we will continue to file periodic and current reports with the Securities and Exchange Commission (the “SEC”). If the Merger is not completed, depending on the circumstances that caused the Merger not to be completed, the price of our common stock may decline significantly, and if that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it traded as of the date of this proxy statement. Under specified circumstances, we will be required to pay Parent the Termination Fee and the Merger Agreement Expenses (each as defined in “—Termination Fees and Treatment of Expenses” beginning on page 14) or Parent will be required to pay us the Parent Termination Fee (as defined in “—Termination Fees and Treatment of Expenses” beginning on page 14) and the Merger Agreement Expenses, in each case, upon the termination of the Merger Agreement.

If the Merger does not close, we would cause our subsidiaries to engage in a series of transactions such that our position would be as if the Migration (as defined in “—The Migration” beginning on page 7) had not occurred in all material respects.

For more details, see “The Merger—Effect on the Company if the Merger is Not Completed” beginning on page 37.

Upon completion of the Merger, the Company will cease to be a publicly traded company and at the effective time of the Merger (the “Effective Time”):

Following the completion of the Merger, you will no longer own any shares of the capital stock of the surviving corporation. You will, however, have the right to receive the applicable Merger Consideration (as defined below), but you will no longer have any other rights as a stockholder of the Company (except that stockholders who have properly exercised and perfected their appraisal rights will have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by the DGCL, as described in “The Merger—Appraisal Rights” beginning on page 73).

As used in this proxy statement, “Merger Consideration” means the Common Merger Consideration, the Series A Preferred Merger Consideration, the Series B Preferred Merger Consideration, the Option Merger Consideration (as defined in “—Treatment of Options, RSUs, PRSUs, RSAs and ESPP—Options” beginning on page 6), the RSU and PRSU Merger Consideration (as defined in “—Treatment of Options, RSUs, PRSUs, RSAs and ESPP—RSUs and PRSUs” beginning on page 6), the RSA Merger Consideration (as defined in “—Treatment of Options, RSUs, PRSUs, RSAs and ESPP—RSAs” beginning on page 6) or the ESPP Merger Consideration (as defined in “—Treatment of Options, RSUs, PRSUs, RSAs and ESPP—ESPP” beginning on page 6), as applicable.

The Board has taken such actions as are necessary to cause (i) the performance conditions of each PRSU (as defined in “—RSUs and PRSUs” beginning on page 6) to be deemed satisfied at 100% of the relevant target level of achievement (notwithstanding any contrary provision in any agreement or document governing or evidencing the relevant PRSU) and (ii) each Option (as defined in “—Options” beginning on page 6), PRSU, RSU (as defined in “—RSUs and PRSUs” beginning on page 6) and RSA (as defined in “—RSAs” beginning on page 6) to become fully vested and free of any applicable forfeiture restrictions, in each of clauses (i) and (ii), effective as of immediately prior to the Effective Time.

As a result of the Merger:

As a result of the Merger, each restricted stock unit that was granted pursuant to such applicable Equity Incentive Plan and remains outstanding immediately prior to the Effective Time (each, an “RSU”) and each RSU that was granted pursuant to an Equity Incentive Plan, that is subject to vesting, in part or in whole, based on the achievement of corporate performance goals that have not been satisfied as of immediately prior to the Effective Time and that remains outstanding immediately prior to the Effective Time (each, a “PRSU”) will be cancelled and automatically converted at the Effective Time into the right to receive $56.00, in cash, without interest, for each share of common stock subject to the RSU or PRSU (the “RSU and PRSU Merger Consideration”), subject to any applicable withholding taxes.

As a result of the Merger, each restricted share of common stock that was issued under an Equity Incentive Plan that remains outstanding and unvested immediately prior to the Effective Time (each, an “RSA”) will become fully vested and free of any applicable forfeiture restrictions, effective as of immediately prior to the Effective Time and each such share of common stock will cease to be outstanding and will be converted into the right to receive $56.00, in cash, without interest (the “RSA Merger Consideration”), subject to any applicable withholding taxes.

Simultaneously in connection with the execution of the Merger Agreement, the Company: (i) caused any offering period (or similar period during which shares of common stock may be purchased) in progress under the Company’s 2019 Employee Stock Purchase Plan, as amended from time to time (the “ESPP”), as of the date of the Merger Agreement to be the final offering period under the ESPP and to be terminated as of the date of the Merger Agreement (the “Final Exercise Date”); (ii) made any pro-rata adjustments that may be necessary to reflect the shortened offering period (or similar period), but otherwise treat such shortened offering period (or similar period) as a fully effective and completed offering period for all purposes under the ESPP; and (iii) caused each participant’s then-outstanding share purchase right under the ESPP (the “ESPP Rights”) to terminate as of the Final Exercise Date. The Company will terminate the ESPP no later than the Effective Time.

On the Final Exercise Date, to the extent sufficient funds were credited as of such date under the ESPP within the associated accumulated payroll withholding accounts for participants to fund a share purchase for a reasonable number of shares of common stock, then such funds were used to purchase shares of common stock in accordance with the terms of the ESPP, and otherwise the current offering period terminated without a final purchase. Each share of common stock purchased under the ESPP prior to the Effective Time will be cancelled at the Effective Time and converted into the right to receive the Common Merger Consideration, subject to any applicable withholding taxes (the “ESPP Merger Consideration”). No further ESPP Rights will be granted or exercised under the ESPP after the Final Exercise Date.

As of the date of this proxy statement, there are no outstanding ESPP Rights.

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and related rules, certain transactions, including the Merger, may not be completed until notifications have been given and information furnished to the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and the Federal Trade Commission (the “FTC”) and any applicable statutory waiting period requirements have expired or been terminated. On July 9, 2021, both the Company and Parent filed their respective Notification and Report Forms with the Antitrust Division and the FTC.

Pursuant to the terms of the Merger Agreement, the Parties are also required to make such other filings with any other governmental entities that may be required under applicable regulatory laws, including without limitation, any such filings required pursuant to the regulatory laws of (i) the Republic of Korea and Turkey and (ii) any other countries outside of the United States, in each case, pertaining to pre-merger notification and regulation of terms and conditions of merger transactions, as reasonably promptly as practicable (collectively, the “Foreign Regulatory Laws”).

Parent and the Company are required to use their reasonable best efforts to take any and all action, and to do or cause to be done, all things necessary, proper or advisable to consummate the Merger, including as reasonably promptly as practicable taking all steps as may be necessary to obtain any clearance required under the HSR Act, the Foreign Regulatory Laws and any other approvals required from any governmental authority. Parent and the Company are required to use their reasonable best efforts to defend through litigation on the merits any claim asserted in any court with respect to the transactions contemplated by the Merger Agreement by the FTC, the DOJ or any other applicable governmental authority. Notwithstanding anything to the contrary in the Merger Agreement, (i) Parent will not be required to (and the Company will not, without the consent of Parent) (x) propose, negotiate, commit to or effect, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any business, product line, asset, contractual right, or relationship of Parent or any of its subsidiaries (other than the Company and its subsidiaries) or (y) otherwise take or commit to any action that after the Closing may limit Parent’s or its subsidiaries’ or its affiliates (other than the Company and its subsidiaries) freedom of action with respect to, or its or their ability to operate or retain, one or more of the businesses, product lines or assets of Parent or its subsidiaries or affiliates (other than the Company and its subsidiaries) or (z) enter into, or be required to take, any settlement, undertaking, consent decree, stipulation or agreement with any governmental authority in connection with the transactions contemplated by the Merger Agreement and (ii) Parent will not be required to, and the Company and its subsidiaries will not be required to (and will not without the consent of Parent), take any actions which would reasonably be expected to have a Company Material Adverse Effect. Parent has the right to direct all matters with any governmental authority consistent with its obligations hereunder. Notwithstanding anything to the contrary in the Merger Agreement, Parent will make all strategic decisions and lead all discussions, negotiations and other proceedings, and coordinate all activities with respect to any requests that may be made by, or any actions, consents, undertakings, approvals, or waivers that may be sought by or from, any governmental authority, in connection with obtaining governmental approvals for the transactions contemplated by the Merger Agreement under the HSR Act or any other regulatory laws and will take any and all steps necessary to promptly vacate, reverse or overturn any adverse decree judgment, permanent injunction or other order, including agreeing to take any of the actions set forth above, including determining the strategy for contesting, litigating or otherwise responding to objections to, or proceedings challenging, the consummation of the Merger and the other transactions contemplated by the Merger Agreement, in each case, subject to good faith consultations with the Company reasonably in advance and in consideration of the Company’s views.

Pursuant to the Merger Agreement, prior to the Effective Time, the Company will, and will cause its subsidiaries to, take commercially reasonable efforts to carry out the actions required to (i) effect the domestication of Container Applications Limited, a Barbados corporation (“CAL”), and CAL Funding IV Limited, a Bermuda exempted company (together, the “Migrating Subsidiaries”), as Delaware limited liability companies under the applicable laws of Delaware and discontinuation as exempted companies or corporations, as applicable, under the applicable laws of Bermuda or Barbados, as applicable and (ii) after the effectiveness of the domestications and discontinuances described in the foregoing clause (i), with respect to each Migrating Subsidiary, cause each such Migrating Subsidiary to end its fiscal year at least one business day following the effectiveness of the discontinuation of the applicable Migrating Subsidiary, pursuant to the foregoing clause (i) (clauses (i) and (ii) collectively, the “Migration”).

Furthermore, as promptly as practicable following the date of the Merger Agreement, the Company will, and will cause its subsidiaries to, use commercially reasonable efforts to provide all notices and obtain all material consents from counterparties to (i) certain of the Company’s debt agreements (the “Key Contract Consents”) and (ii) all other contracts of the Company and its subsidiaries, in each case, necessary under such contracts in order to consummate the Contribution (as defined below) and the Migration without any material breach or default thereunder (clauses (i) and (ii) collectively, the “Migration Contract Consents”).

Promptly following such time as certain conditions related to the Contribution and the taking of all actions and the making of all filings required to effect the provisions of clause (i) of the definition of the Migration (the “Migration Filings”), as described in “The Merger Agreement—Conditions to the Contribution, Migration Filings and Merger” beginning on page 102 have been satisfied, and in any event within two business days thereafter (such date of delivery, the “Bring-Down Date”), the Company will deliver its certificate, and Parent will deliver its certificate. Promptly following delivery of the certificates contemplated by the foregoing sentence (and no earlier than such time), and in any event no later than one business day thereafter (such time, the “Migration Commencement Time”), the Company will, and will cause its subsidiaries to, use commercially reasonable efforts to contribute the equity of CAL to a newly formed Bermuda exempted limited partnership (the “Contribution”).

One business day after the completion of the Contribution (and no earlier than one business day after the completion of the Contribution), the Company will, and will cause its subsidiaries to, use commercially reasonable efforts to make the Migration Filings, and thereafter effect the Migration as promptly as reasonably practicable. Notwithstanding anything to the contrary set forth in the Merger Agreement, the Closing will not occur earlier than on the next business day after the Company and Parent receive reasonably satisfactory evidence of the completion of the Migration (including the occurrence of clause (ii) of the definition thereof with respect to each Migrating Subsidiary) pursuant to the applicable laws of Barbados, Bermuda and Delaware.

For more information, please see “The Merger Agreement—The Migration” beginning on page 101.

The consummation of the Merger is not subject to a financing condition. The Company and Parent estimate that the total amount of funds required to complete the Merger and the transactions contemplated thereby and pay related fees and expenses will be approximately $1.1 billion, with the exact amount dependent upon the willingness of various of the Company’s existing financing sources to consent to the transactions contemplated by the Merger Agreement.

For more information, please see “The Merger—Financing of the Merger” beginning on page 66.

The respective obligation of each party to commence the Contribution, and thereafter make the Migration Filings is subject to the satisfaction or waiver (where permissible pursuant to applicable law) of certain conditions on or prior to the Migration Commencement Time, including, but not limited to:

The respective obligations of Parent and Merger Sub to permit the Company to commence the Contribution and Migration Filing are further subject to the satisfaction or waiver by Parent of certain conditions on or prior to the Migration Commencement Time, including, but not limited to:

The Company’s obligation to commence the Contribution and Migration Filings is further subject to the satisfaction or waiver by the Company of certain conditions on or prior to the Migration Commencement Time, including, but not limited to:

The respective obligation of each party to effect the Merger is further subject to the satisfaction or waiver (where permissible pursuant to applicable law) on or prior to the Effective Time of each of the conditions set forth in the first three bullets of the first paragraph of this subsection.

The respective obligations of Parent and Merger Sub to effect the Merger is further subject to the satisfaction or waiver by Parent at or prior to the Effective Time of certain conditions, including, but not limited to:

The Company’s obligation to effect the Merger is further subject to the satisfaction or waiver by the Company of certain conditions at or prior to the Effective Time, including, but not limited to:

For more information, please see “The Merger Agreement—Conditions to the Contribution, Migration Filings and Merger” beginning on page 102.

For additional information regarding the Migration, please see “The Merger Agreement—The Migration” beginning on page 101.

When considering the unanimous recommendation of the Board that you vote to approve the Merger Proposal, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders generally, as more fully described below. In (i) evaluating and negotiating the Merger Agreement; (ii) approving and declaring the advisability of the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and conditions set forth in the Merger Agreement; and (iii) recommending that the stockholders of the Company entitled to vote adopt the Merger Agreement and directing that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to the stockholders of the Company entitled to vote for adoption, the Board was aware of and considered these interests to the extent that they existed at the time, among other matters. These interests include the following:

If the Merger Proposal is approved, the shares held by our directors and executive officers will be treated in the same manner as outstanding shares held by all other common stockholders. For more information, see “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 66.

As of the date of this proxy statement, assuming timely satisfaction of necessary closing conditions, including the approval by our common stockholders of the Merger Proposal, the completion of the Migration and receipt of regulatory approval, the Merger is expected to be completed in the late third quarter or early fourth quarter of 2021. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to the closing conditions, including the completion of the Migration, each as described in “The Merger Agreement—Conditions to the Contribution, Migration Filings and Merger” beginning on page 102, many of which are outside of our control.

After considering various factors described in “The Merger—Recommendation of the Board and Reasons for the Merger” beginning on page 54 and after consultation with the Company’s legal and financial advisors, the Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders on the terms and conditions set forth in the Merger Agreement; (ii) adopted resolutions approving and declaring the advisability of the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and conditions set forth in the Merger Agreement; and (iii) adopted resolutions recommending that the stockholders of the Company entitled to vote adopt the Merger Agreement and directing that the Merger Agreement and the transactions contemplated

thereby, including the Merger, be submitted to the stockholders of the Company entitled to vote for adoption (the “Board Recommendation”). The Board unanimously recommends that you vote (1) “FOR” the Merger Proposal; (2) “FOR” the Adjournment Proposal; and (3) “FOR” the Compensation Proposal.

The Company retained Centerview Partners LLC (“Centerview)” as financial advisor to the Board in connection with the Merger and the other transactions contemplated by the Merger Agreement, which are collectively referred to as the “Transaction” throughout this section and the summary of Centerview’s opinion below under the caption “The Merger—Opinion of Centerview Partners LLC” beginning on page 59. In connection with this engagement, the Board requested that Centerview evaluate the fairness, from a financial point of view, to the holders of shares of the Company’s common stock (other than (a) any shares of Company common stock owned by Parent or Merger Sub or any other subsidiary or affiliate of Parent, (b) any shares of Company common stock for which appraisal rights have been properly demanded, perfected and not withdrawn or lost under Section 262 of the DGCL, and (c) any shares of Company common stock owned by the Company in treasury or by any direct or indirect wholly owned subsidiary or affiliate of the Company, which are collectively referred to as “Excluded Common Shares” throughout this section and the summary of Centerview’s opinion below under the caption “Opinion of Centerview Partners LLC”) of the $56.00 per share Common Merger Consideration proposed to be paid to holders of shares of common stock pursuant to the Merger Agreement. On June 17, 2021, Centerview rendered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated June 17, 2021 that, as of June 17, 2021 and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Common Merger Consideration proposed to be paid to the holders of shares of common stock pursuant to the Merger Agreement was fair, from a financial point of view, to holders of shares of common stock (other than Excluded Common Shares).

The full text of Centerview’s written opinion, dated June 17, 2021, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex B and is incorporated herein by reference. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction and Centerview’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of shares of common stock (other than Excluded Common Shares) of the Common Merger Consideration to be paid to such holders pursuant to the Merger Agreement. Centerview’s opinion did not address the consideration proposed to be paid to the holders of shares of Preferred Stock pursuant to the Merger Agreement, the fairness of the Common Merger Consideration relative to the consideration proposed to be paid to the holders of shares of Preferred Stock pursuant to the Merger Agreement, the allocation of the aggregate Merger Consideration among the holders of shares of common stock and holders of shares of Preferred Stock or any other term or aspect of the Merger Agreement or the Transaction and does not constitute a recommendation to any stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transaction or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

Except as permitted by the terms of the Merger Agreement described below, until the Effective Time or, if earlier, the termination of the Merger Agreement pursuant to and in accordance with the Superior Proposal Termination Provision (as defined in “—Termination Fees and Treatment of Expenses” beginning on page 14), the Company and its subsidiaries are required to cease any and all existing activities, discussions, or negotiations, if any, with any third party with respect to any Alternative Proposal (as defined in “The Merger Agreement—Alternative Proposals; Change in Recommendation; Intervening Events” beginning on page 94), and the Company is required to use its commercially reasonable efforts to cause any such third party (or its agents or advisors) to return or destroy any non-public information in respect of the Company or any subsidiary it was provided.

Furthermore, except as permitted by the terms of the Merger Agreement described below, until the Effective Time or, if earlier, the termination of the Merger Agreement pursuant to and in accordance with the Superior Proposal Termination Provision, the Company is not permitted to, may not allow its subsidiaries to, nor authorize or permit its and its subsidiaries representatives to, directly or indirectly:

Pursuant to the Merger Agreement, the Board is prohibited from effecting a Company Adverse Recommendation Change (as defined in “The Merger Agreement—Alternative Proposals; Change in Recommendation; Intervening Events” beginning on page 94), subject to the exceptions described below.

Notwithstanding the foregoing, prior to the receipt of the Stockholder Approval, the Board (or a committee thereof), directly or indirectly through any representative, may (i) engage in negotiations with any third party that has made (and not withdrawn) a bona fide Alternative Proposal in writing that was not solicited in violation of the restrictions set forth above and that the Board (or a committee thereof) determines in good faith, after consultation with outside legal counsel and its financial advisor, constitutes or could reasonably be expected to result in a Superior Proposal (as defined in “The Merger Agreement—Alternative Proposals; Change in Recommendation; Intervening Events” beginning on page 94), and (ii) enter into, and furnish to the third party non-public information relating to the Company or any subsidiary pursuant to an executed confidentiality agreement or (iii) subject to compliance with the additional obligations described below, make a Company Adverse Recommendation Change. In such event, the Company is required to have promptly notified Parent after it obtains knowledge of the receipt by the Company (or any of its representatives) of any Alternative Proposal, of any inquiry that could reasonably be expected to lead to an Alternative Proposal or its receipt of an Alternative Proposal and the material terms thereof and have provided Parent prior written notice that it intends to take such action, and the Board (or a committee thereof) is required to have determined in good faith, after consultation with outside legal counsel and its financial advisor, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law.

Pursuant to the Merger Agreement, the Board is prohibited from effecting a Company Adverse Recommendation Change, subject to the following exceptions (and as more fully described in “The Merger Agreement—Alternative Proposals; Change in Recommendation; Intervening Events” beginning on page 94):

The Merger Agreement may be terminated at any time prior to the Effective Time:

The Company will pay to Parent a termination fee equal to $35.0 million (the “Termination Fee”) in the event that the Merger Agreement is terminated:

If the Merger Agreement is terminated by the Company pursuant to the Migration Termination Provision, Parent is required to pay the Company termination fee equal to $35,000,000 (the “Parent Termination Fee”).

Upon any termination of the Merger Agreement in circumstances where the Termination Fee or the Parent Termination Fee is payable, the paying party will, in addition to payment of the Termination Fee or the Parent Termination Fee, as applicable, reimburse the receiving party for 100% of its out-of-pocket fees, costs, obligations owed to third parties and expenses (including reasonable fees and expenses of its counsel) actually incurred by it in connection with the consideration, negotiation or implementation of the Merger Agreement or the transactions contemplated thereby and other actions contemplated thereby in an amount not to exceed $5,000,000 (the “Merger Agreement Expenses”).

If the Merger is approved by our common stockholders and becomes effective, holders of Dissenting Shares (as defined in “The Merger—Merger Consideration” beginning on page 37 of this proxy statement) will be entitled to statutory appraisal rights pursuant to Section 262 of the DGCL. This means that such stockholders are entitled to seek appraisal of their Dissenting Shares and to receive payment in cash for the “fair value” of such Dissenting Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The ultimate amount holders receive in an appraisal proceeding may be less than, equal to or more than the amount such holders would have received under the Merger Agreement. For a description of the rights of holders of Dissenting Shares and of the procedures to be followed in order to assert such rights and obtain payment of the fair value of such Dissenting Shares, see Section 262 of the DGCL, which is attached as Annex C to this proxy statement and incorporated by reference herein, as well as the information set forth below.

IN ORDER TO PROPERLY EXERCISE YOUR APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER, YOU MUST DELIVER A WRITTEN DEMAND FOR APPRAISAL IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 262 OF THE DGCL TO CAI BEFORE THE VOTE IS TAKEN ON THE MERGER PROPOSAL AT THE SPECIAL MEETING, MUST NOT VOTE (TO THE EXTENT YOU ARE ENTITLED TO VOTE), VIA THE VIRTUAL SPECIAL MEETING WEBSITE OR BY PROXY, IN FAVOR OF THE MERGER PROPOSAL, MUST CONTINUE TO HOLD YOUR SHARES OF RECORD FROM THE DATE OF MAKING THE DEMAND FOR APPRAISAL THROUGH THE EFFECTIVE TIME AND MUST COMPLY WITH THE OTHER REQUIREMENTS OF SECTION 262 OF THE DGCL. MERELY VOTING AGAINST THE MERGER PROPOSAL (TO THE EXTENT YOU ARE ENTITLED TO VOTE) WILL NOT PRESERVE YOUR RIGHT TO APPRAISAL UNDER SECTION 262 OF THE DGCL. TO THE EXTENT YOU ARE ENTITLED TO VOTE, BECAUSE A PROXY THAT IS SIGNED AND SUBMITTED BUT DOES NOT OTHERWISE CONTAIN VOTING INSTRUCTIONS WILL, UNLESS REVOKED, BE VOTED IN FAVOR OF THE MERGER PROPOSAL, IF YOU SUBMIT A PROXY AND WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU MUST INCLUDE VOTING INSTRUCTIONS TO VOTE YOUR SHARES AGAINST, OR ABSTAIN WITH RESPECT TO, THE MERGER PROPOSAL. TO THE EXTENT YOU ARE ENTITLED TO VOTE, NEITHER VOTING AGAINST THE MERGER PROPOSAL, NOR ABSTAINING FROM VOTING OR FAILING TO VOTE ON THE MERGER PROPOSAL, WILL IN AND OF ITSELF CONSTITUTE A WRITTEN DEMAND FOR APPRAISAL SATISFYING THE REQUIREMENTS OF SECTION 262 OF THE DGCL. THE WRITTEN DEMAND FOR APPRAISAL MUST BE IN ADDITION TO AND SEPARATE FROM ANY PROXY OR VOTE ON THE MERGER PROPOSAL. IF YOU HOLD YOUR SHARES THROUGH A BROKER, BANK, TRUSTEE OR OTHER NOMINEE AND YOU WISH TO EXERCISE APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR BROKER, BANK, TRUSTEE OR OTHER NOMINEE TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE MAKING OF A DEMAND FOR APPRAISAL BY SUCH BROKER, BANK, TRUSTEE OR OTHER NOMINEE. IN VIEW OF THE COMPLEXITY OF THE DGCL, STOCKHOLDERS WHO MAY WISH TO PURSUE APPRAISAL RIGHTS SHOULD PROMPTLY CONSULT THEIR LEGAL AND FINANCIAL ADVISORS.

For U.S. federal income tax purposes, the receipt of cash by a U.S. Holder (as defined in “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 78) in exchange for such U.S. Holder’s shares in the Merger generally will result in the recognition of gain or loss in an amount measured by the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger (computed as if there were no applicable withholding taxes) and such U.S. Holder’s adjusted tax basis in the shares surrendered in the Merger. Gain or loss realized generally must be calculated separately for each block of shares (i.e., shares acquired at the same cost in a single transaction) surrendered pursuant to the Merger. A Non-U.S. Holder (as defined in “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 78) generally will not be subject to U.S. federal income tax with respect to the exchange of shares for cash in the Merger, unless such Non-U.S. Holder has certain connections to the United States.

The determination of actual tax consequences of the Merger to a holder will depend on the holder’s specific situation. For more information, see “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 78. Holders of shares should consult their own tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or foreign taxing jurisdiction.

In the event of breach or threatened breach of any covenant or obligation in the Merger Agreement, the non-breaching party will be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages) to seek specific performance and the issuance of injunctive and other equitable relief and the election to pursue an injunction or specific performance will not restrict, impair or otherwise limit either party from, terminating the Merger Agreement and collecting the Parent Termination Fee or Termination Fee in the event that specific performance is not granted.

The closing price of our common stock on the NYSE, on June 17, 2021, the last trading day prior to the announcement of the Merger, was $38.16 per share. On August 3, 2021, the most recent practicable date before this proxy statement was mailed to our common stockholders, the closing price of our common stock on the NYSE was $55.87 per share. You are encouraged to obtain current market quotations for our common stock in connection with voting your shares.

Our Board approved the initiation of a regular cash dividend on our common stock at a rate of $0.25 per share per quarter, equivalent to $1.00 per share annually, effective during the third quarter of 2020. The dividend was increased to $0.30 per share effective the first quarter of 2021. In addition, under the terms of the certificates of designations for our Preferred Stock, we pay quarterly dividends on our Preferred Stock, in each case, at an annual rate of 8.50% of the $25.00 liquidation preference per annum. The Merger Agreement does not restrict our ability to declare, set aside or pay dividends on our Preferred Stock and on our common stock (not to exceed $0.30 per share of common stock per quarter), solely to the extent made on payment dates that correspond to record dates on June 28, 2021, September 27, 2021, and December 27, 2021 between signing and Closing under the Merger Agreement.

Since the announcement of the Merger, two lawsuits have been filed by alleged Company stockholders. The first lawsuit was filed on July 14, 2021 in the United States District Court for the Southern District of New York and is captioned Stein v. CAI International, Inc., et al., No. 1:21-cv-06034. The second lawsuit was filed on July 16, 2021 in the United States District Court for the District of New Jersey and is captioned Whitfield v. CAI International, Inc., et al., No. 2:21-cv-13753-BRM-MAH. Both lawsuits name the Company and the Board as defendants. Both lawsuits allege, among other things, that the defendants violated provisions of the Exchange Act because the Company's preliminary proxy statement on Schedule 14A, dated July 12, 2021, allegedly omits material information with respect to the transactions contemplated therein and is therefore false and misleading. The lawsuits seek, among other things, injunctive relief, rescissory damages, and awards of plaintiffs' fees and expenses.

If the Merger is completed, our common stock and our Preferred Stock will be delisted from the NYSE and deregistered under the Exchange Act. Thereafter, we will no longer file periodic reports with the SEC on account of our common stock or our Preferred Stock.

You can find more information about us in the periodic reports and other information we file with the SEC. The information is available, free of charge, on the SEC’s website at www.sec.gov. In addition, you may obtain free copies of the documents we file with the SEC by going to our Internet website at www.capps.com. Our Internet website address is provided as an inactive textual reference only. The information provided on our Internet website is not part of this proxy statement and, therefore, is not incorporated herein by reference. For a more detailed description of the additional information available, see “Where You Can Find More Information” beginning on page 117.