Textainer Group Holdings Limited Announces Pricing Of Offering Of 7,500,000 Common Shares

Textainer Group Holdings Limited (NYSE:TGH) (“Textainer” or the “Company”), the world’s largest lessor of intermodal containers based on fleet size, today announced the pricing of an underwritten public offering of an aggregate of 7,500,000 of its common shares at a price to the public of $31.50 per share. Of the common shares to be sold, the Company intends to sell 5,000,000 common shares and Halco Holdings Inc. (the “selling shareholder”) intends to sell 2,500,000 common shares.

Textainer has granted an option to the underwriters, exercisable for 30 days to purchase up to an additional 1,125,000 of its common shares at the public offering price, less the underwriting discount.

The offering is expected to close on or about September 19, 2012, subject to customary closing conditions. The Company intends to use all of the net proceeds from this offering for capital expenditures and general corporate purposes. The Company will not receive any of the proceeds from the sale of common shares by the selling shareholder.

BofA Merrill Lynch, Wells Fargo Securities and Credit Suisse Securities (USA) LLC are acting as joint book-running managers for the offering.

The common shares will be offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission ("SEC"). A copy of the preliminary prospectus supplement and related base prospectus for the offering have been filed with the SEC and may be obtained by visiting EDGAR on the SEC's website, www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and the related base prospectus may be obtained by contacting: BofA Merrill Lynch, 222 Broadway, 7th Floor, New York, NY 10038, attention: Prospectus Department, or e-mail dg.prospectus_requests@baml.com; Wells Fargo Securities, attention: Equity Syndicate Department, 375 Park Avenue, New York, NY 10152, phone: (800) 326-5897, email: cmclientsupport@wellsfargo.com; or Credit Suisse Securities (USA) LLC, attention: Prospectus Department, One Madison Avenue, New York, NY 10010, by calling toll-free (800) 221-1037 or by emailing newyork.prospectus@credit-suisse.com.

This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any security of the Company nor will there be any sale of any such security in any jurisdiction in which such offer, sale or solicitation would be unlawful. Any offer for the Company’s common shares will be made only by means of a prospectus supplement and related base prospectus or by a free writing prospectus in accordance with SEC rules.

Important Cautionary Information Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. securities laws. Forward-looking statements include statements that are not statements of historical facts, and include, but are not limited to, statements concerning the proposed offering by the Company and the selling shareholder of the Company’s common shares and the anticipated use of proceeds therefrom. Readers are cautioned that these forward-looking statements involve risks and uncertainties, are only predictions and may differ materially from actual future events or results. These risks and uncertainties include, without limitation the risks and uncertainties set forth in Textainer’s filings with the SEC. For a discussion of some of these risks and uncertainties, see Item 3 “Key Information—Risk Factors” in Textainer’s Annual Report on Form 20-F filed with the SEC on March 15, 2012, as amended on June 27, 2012.

The Company's views, estimates, plans and outlook as described within this document may change subsequent to the release of this press release. The Company is under no obligation to modify or update any or all of the statements it has made in this press release despite any subsequent changes that the Company may make in its views, estimates, plans or outlook for the future.

About Textainer Group Holdings Limited

Textainer Group Holdings Limited and its subsidiaries ("Textainer") has operated since 1979 and is the world's largest lessor of intermodal containers based on fleet size. As of the most recent quarter end, Textainer had more than 1.7 million containers, representing more than 2.6 million TEU, in its owned and managed fleet. Textainer leases dry freight, dry freight specialized, and refrigerated containers. Textainer is one of the largest purchasers of new containers as well as one of the largest sellers of used containers. Textainer leases containers to approximately 400 shipping lines and other lessees and sells containers to more than 1,100 customers worldwide and provides services worldwide via a network of regional and area offices, as well as independent depots.

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