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Prospectuses and communications, business combinations

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Filed by TAL International Group, Inc.

pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended,

and deemed filed pu rsuant to Rule 14a-12

under the Securities Exchange Act of 1934, as amended

Subject Company: TAL International Group, Inc.

Commission File No. 001-32638

Date: November 12, 2015

TAL International Depot Letter

To Our Depot Providers,

TAL International announced today that we have agreed to merge with Triton to form a new company, Triton International Limited. The merger will create the worlds largest container leasing company. Triton International will operate a container fleet of nearly five million TEU, and we will have a leading presence across the full range of container types.

We are confident the merger of TAL International and Triton will provide many benefits for customers and other key stakeholders. Together, TAL International and Triton will be a stronger company and better able to thrive in todays very difficult shipping environment, as well as take full advantage of the new opportunities that will be created when the market recovers. Our customers will benefit from being able to access the combined TAL International and Triton fleets in one stop, easing their ability to solve even the largest and most complex container requirements quickly and consistently. The merger will also give us the chance to combine the best people and processes from two companies already well known for operational excellence and customer service.

We believe TAL International and Triton will fit very well together. We embrace the same core values that have developed strong customer and vendor relationships over many years Integrity, honesty, and a genuine desire to work fairly with our partners in finding win-win solutions. We share a commitment to reliability, best-in-class customer service and operational excellence. We are both highly focused on container quality, and the combined fleet of Triton International will be the leasing industrys best built container fleet in addition to the largest. Following the close of the transaction, TAL Internationals President and Chief Executive Officer Brian Sondey will serve as Chief...


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