UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
i Fortress Transportation & Infrastructure Investors LLC
(Exact Name of Registrant as Specified in its Charter)
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i Delaware
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i 32-0434238
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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i 1345 Avenue of the Americas, i 45th Floor, i New York, i New
York i 10105
(Address of Principal Executive Offices) (Zip Code)
( i 212) i 798-6100
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading
Symbol(s):
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Name of each exchange
on which registered:
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i Class A Common Shares, $0.01 par value per share
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i FTAI
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i The Nasdaq Global Select Market
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i 8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares
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i FTAIP
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i The Nasdaq Global Select Market
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i 8.00% Fixed-to-Floating Rate Series B Cumulative Perpetual Redeemable Preferred Shares
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i FTAIO
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i The Nasdaq Global Select Market
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i 8.25% Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares
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i FTAIN
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i The Nasdaq Global Select Market
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement.
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On
September 20, 2022 (the
“Closing Date”), Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (the
“Company”), entered into
a Second Amended and Restated Credit Agreement (the
“Amendment”) to the Amended and Restated Credit Agreement (the
“A&R Credit Agreement”), dated as of
December 2, 2021 (as amended by Amendment No. 1, dated as of
April 28, 2022) among the
Company, as the borrower, certain lenders and issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Amendment provides for revolving loans to be made available to
the Company in an aggregate
principal amount of up to $225,000,000 (the
“Revolving Credit Facility”), of which up to $25,000,000 may be utilized for the issuance of letters of credit. The proceeds of the Revolving Credit Facility will be used for working capital and other
general corporate purposes, including, without limitation, permitted acquisitions and other investments, and the letters of credit issued under the Revolving Credit Facility will be used for general corporate purposes. The Revolving Credit Facility
is secured by the capital stock of certain direct
subsidiaries of Fortress Worldwide Transportation and Infrastructure General Partnership in accordance with the terms of the Pledge Agreements (as defined in the Amendment). As of the Closing Date,
the Revolving Credit Facility is guaranteed by the guarantors from time to time, as more fully described in the Amendment.
Borrowings outstanding under the Revolving Credit Facility bear interest at the Adjusted Term SOFR Rate (determined in accordance with the Amendment) plus 2.75% per
annum, if
the Company chooses to make Term Benchmark borrowings, or at the Base Rate (determined in accordance with the Amendment) plus 1.75% per annum.
The Company will also be required to pay a quarterly commitment fee at a rate per annum equal to
0.50% on the average daily unused portion of the Revolving Credit Facility, as well as customary letter of credit fees and agency fees.
The Revolving Credit Facility will mature, and commitments in respect of the Revolving Credit Facility will terminate, on
September 20, 2025. The Revolving Credit
Facility may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of Term Benchmark borrowings.
The Amendment contains customary affirmative covenants for facilities of this type, including, among others, covenants pertaining to the delivery of financial
statements, notices of default and certain other information, payment of taxes, conduct of business and maintenance of existence, maintenance of property and insurance, compliance with laws, inspection of books and records and additional collateral.
The Amendment also contains (1) negative covenants substantially similar to the negative covenants contained in the A&R Credit Agreement, which negative covenants limit the ability of
the Company and its restricted
subsidiaries to, among other
things, incur indebtedness, encumber their assets, make restricted payments, create dividend restrictions and other payment restrictions that affect
the Company’s restricted
subsidiaries, permit restricted
subsidiaries to incur or guarantee certain
indebtedness, enter into transactions with affiliates and sell assets and (2) certain additional restrictions on aviation assets of
the Company, in each case, subject to certain qualifications set forth in the Amendment.
The Amendment includes financial covenants requiring the maintenance of (1) a minimum ratio of the appraised value of certain aviation assets to the aggregate
commitments under the Revolving Credit Facility of 3.00 to 1.00 and (2) a maximum ratio of debt to EBITDA for
the Company and its restricted
subsidiaries of 5.00 to 1.00 as of the last day of each of the Test Periods (as defined in the Amendment)
ending
September 30, 2022 and
December 31, 2022, and 4.00 to 1.00 as of the last day of any Test Period thereafter (as defined in the Amendment), subject to adjustment.
The Amendment contains default provisions customary for facilities of this type, which are subject to customary grace periods and materiality thresholds, including,
among others, defaults related to payment failures, failure to comply with covenants, material misrepresentations, defaults under other material indebtedness, the occurrence of a Change of Control (as defined in the Amendment), bankruptcy and related
events, material judgments, certain events related to pension plans and the failure of any Security Documents (as defined in the Amendment) or the guarantees to be in full force and effect. If an event of default occurs under the Amendment, the
lenders may, among other things, declare the outstanding Revolving Credit Facility and all other amounts owing under the Amendment immediately due and payable.
Certain lenders under the Amendment have, from time to time, performed, are currently performing and may in the future perform, various financial advisory and commercial
and investment banking services for
the Company, for which they received or will receive customary fees and expenses.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the
Amendment, which is attached hereto as
Exhibit 10.1 and is
incorporated herein by reference.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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Second Amended and Restated Credit Agreement, dated as of September 20, 2022, between Fortress Transportation and Infrastructure Investors LLC, the lenders and
issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. |
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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Cautionary Language Regarding Forward-Looking Statements
This communication contains
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including but
not limited to
the Company’s anticipated use of the net proceeds from the offering. Forward-looking statements are not statements of historical fact but instead are based on our present beliefs and assumptions and on information currently available
to
the Company. You can identify these forward-looking statements by the use of forward-looking words such as
“outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,”
“intends,” “plans,” “estimates,” “anticipates,” “target,” “projects,” “contemplates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this communication are based upon our historical
performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates or
expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy
and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements, including, but not limited to, the risk factors set forth in Item 1A.
“Risk Factors”
of
the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 and Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 2022 and
June 30, 2022, as updated by annual, quarterly and other reports
the Company
files with the SEC.
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 hereunto duly authorized.
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FORTRESS TRANSPORTATION AND
INFRASTRUCTURE INVESTORS LLC
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By:
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Name:
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Title:
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Chief Financial Officer and Chief Accounting Officer
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Date:
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