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
Date of Report (Date of Earliest Event Reported):
i July 25, 2022
i Fortress Transportation and 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 |
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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Offering of Additional Notes
On
July 25, 2022, FTAI Infrastructure LLC, a Delaware limited liability company (
“FTAI Infrastructure”), and a subsidiary of Fortress Transportation and Infrastructure
Investors LLC (the
“Company”), closed its previously announced private offering of an additional $50.0 million aggregate principal amount of 10.500% senior secured notes due 2027 (the
“Additional Notes”), at an issue price equal to 94.585% of
principal, plus accrued interest from and including
July 7, 2022. The Additional Notes were issued pursuant to an
indenture, dated as of
July 7, 2022 (the
“Base Indenture”), between the Escrow Issuer (as defined below) and U.S. Bank Trust Company,
National Association, as trustee (the
“Trustee”) and notes collateral agent, as supplemented by the First Supplemental
Indenture, dated as of
July 25, 2022 (the
“First Supplemental Indenture”; the Base
Indenture as so supplemented, the
“Indenture”).
The Company is filing the First Supplemental
Indenture as
Exhibit 4.1 to this Current Report on Form 8-K, which is
incorporated by reference herein.
The original 10.500% senior secured notes due 2027 were issued in an aggregate principal amount of $450.0 million on
July 7, 2022 (the
“Original Notes”, together with
the Additional Notes, the
“Notes”). After giving effect to the issuance of the Additional Notes, there are $500.0 million of Notes outstanding as of the date hereof. The Additional Notes and the Original Notes have identical terms, other than with
respect to the date of issuance, and will be treated as a single class for all purposes under the
Indenture, including waivers, amendments, redemptions and offers to purchase. For a description of the terms of the
Indenture and the Notes, see the
Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the
“SEC”) on
July 7, 2022, with respect to the Base
Indenture and the Original Notes.
The offering was made in connection with the proposed distribution by
the Company of all of the outstanding shares of common stock of FTAI Infrastructure Inc. (the
“spin-off”). Prior to the consummation of the spin-off, FTAI Infrastructure will convert to a Delaware corporation and will change its name to FTAI Infrastructure Inc. The Additional Notes were initially issued through a subsidiary of FTAI
Infrastructure, FTAI Infra Escrow Holdings, LLC, a Delaware limited liability company (the
“Escrow Issuer”). Upon consummation of the spin-off, the Escrow Issuer will be merged with and into FTAI Infrastructure Inc. and FTAI Infrastructure Inc.
will become the issuer of the Additional Notes. Following the spin-off, FTAI Infrastructure Inc. will hold, directly or indirectly, all of
the Company’s infrastructure business. FTAI Infrastructure Inc. intends to distribute the net proceeds from
the offering to
the Company in connection with the spin-off.
The Company intends to use a portion of such net proceeds from the offering to repay certain of its outstanding indebtedness.
Prior to the spin-off, the Notes will not be guaranteed and will be secured solely by funds held in the segregated escrow account until the release of the funds from
the escrow account in connection with the spin-off or the Notes are otherwise required to be redeemed pursuant to their terms and the terms of the amended and restated escrow agreement, dated as of
July 25, 2022, among U.S. Bank Trust Company,
National Association, as escrow agent and securities intermediary, U.S. Bank Trust Company, National Association, as trustee, and the Escrow Issuer. If, among other things, the spin-off is not consummated by
September 10, 2022, the Escrow Issuer
will be required to redeem all of the Notes on the Special Mandatory Redemption Date (as defined in the
Indenture) in accordance with the terms of the
Indenture at a redemption price equal to 100% of the initial issue price of the Notes, plus
accrued and unpaid interest from the issue date, to, but excluding, the Special Mandatory Redemption Date.
Following the spin-off, the obligations of FTAI Infrastructure pursuant to the Notes will be unconditionally guaranteed, jointly and severally, by all of the
subsidiaries of FTAI Infrastructure other than Excluded
Subsidiaries (as defined in the
Indenture) (collectively, the
“guarantors”), which such Excluded
Subsidiaries, following the spin-off, will constitute all of the
subsidiaries of FTAI
Infrastructure other than the
subsidiaries comprising the Transtar business.
Following the spin-off, the Notes will (1) be the senior obligations of FTAI Infrastructure and the guarantors and secured, subject to permitted liens and certain
other exceptions, by a first-priority lien on substantially all tangible and intangible assets of FTAI Infrastructure and the guarantors on an equal and ratable basis with all future senior secured obligations of FTAI Infrastructure and the
applicable guarantor that constitute Equal Priority Obligations (as defined in the
Indenture), (2) be effectively senior to our and our guarantors’ existing and future debt that is not secured by the Collateral (as defined in the
Indenture), to the
extent of the value of the Collateral, and (3) rank (i) equal in right of payment with all existing and future senior indebtedness of FTAI Infrastructure or the applicable guarantor, as the case may be, (ii) senior in right of payment to all
existing and future subordinated indebtedness of FTAI Infrastructure and the guarantors, (iii) effectively senior to all existing and future unsecured indebtedness and indebtedness that is not secured by the Collateral of FTAI Infrastructure and
the applicable guarantor, to the extent of the value of the Collateral (after giving effect to the sharing of such value with holders of equal or prior ranking liens on the Collateral), (iv) effectively junior to all indebtedness of FTAI
Infrastructure and the guarantors secured by assets that are not Collateral to the extent of the value of such assets, (v) equal to all existing and future indebtedness of FTAI Infrastructure and the guarantors that is secured by the Collateral on
a first-priority basis, to the extent of the value of the Collateral and (vi) structurally subordinated to all holders of indebtedness, other liabilities (including trade creditors) and preferred stock of our non-guarantor
subsidiaries and
unconsolidated entities.
The Notes will bear interest at a rate of 10.500% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on
December 1, 2022, to
persons who are holders of record of the Notes on the immediately preceding May 15 and November 15, respectively.
The
Indenture limits the ability of FTAI Infrastructure 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 FTAI Infrastructure’s restricted
subsidiaries, permit certain
subsidiaries to incur or guarantee certain indebtedness, enter into transactions with
affiliates and sell assets, in each case subject to certain qualifications and exceptions set forth in the
Indenture.
In the event of a Change of Control (as defined in the
Indenture), each holder of the Notes will have the right to require FTAI Infrastructure to repurchase all or any
part of that holder’s Notes at a purchase price of 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase.
The Notes will mature on
June 1, 2027. Prior to
June 1, 2025, FTAI Infrastructure may redeem some or all of the Notes at a redemption price equal to 100% of the
principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including the applicable redemption date, plus a
“make-whole” premium. On or after
June 1, 2025, FTAI Infrastructure may redeem some or all of the Notes
at any time at declining redemption prices (in each case expressed as a percentage of the principal amount on the redemption date) equal to (i) 105.250% beginning on
June 1, 2025, and (ii) 100.000% beginning on
June 1, 2026 and thereafter, plus, in
each case, accrued and unpaid interest, if any, to, but not including, the applicable redemption date. In addition, FTAI Infrastructure may also redeem up to 40% of the aggregate principal amount of the Notes at any time prior to
June 1, 2025,
with the net proceeds from certain equity offerings, subject to the satisfaction of certain conditions.
The foregoing description of the
Indenture contained herein does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full
text of the Base
Indenture, as supplemented by the First Supplemental
Indenture.
The Additional Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and, unless so registered, may not be offered
or sold in the United States absent registration or an applicable exemption from registration requirements.
| 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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Exhibit Number
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Description
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First Supplemental Indenture, dated as of July 25, 2022, between FTAI Infra Escrow Holdings, LLC and U.S. Bank Trust Company, National Association, as trustee and notes collateral
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 FTAI Infrastructure Inc.’s anticipated use of the net proceeds from the offerings and statements regarding the proposed spin-off. 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 (i) Item 1A.
“Risk Factors” of
the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 and
the Company’s Quarterly Report on Form 10-Q for the fiscal quarter
ended
March 31, 2022, as updated by annual, quarterly and other reports
the Company files, (ii)
“Risk Factors” of FTAI Infrastructure’s registration statement on Form 10, filed with the SEC on
April 29, 2022, as amended on
May 24, 2022,
July 1,
2022 and
July 12, 2022 and (iii)
“Risk Factors” of FTAI Infrastructure’s Information Statement filed as Exhibit 99.1 to FTAI Infrastructure’s Current Report on Form 8-K filed with the SEC on
July 15, 2022.
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 Executive Officer
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