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
Fortress Transportation and Infrastructure Investors LLC
(Exact Name of Registrant as Specified in its Charter)
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:
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 New York Stock Exchange
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i 8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares
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i FTAI PR A
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i New York Stock Exchange
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i 8.00% Fixed-to-Floating Rate Series B Cumulative Perpetual Redeemable Preferred Shares
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i FTAI PR B
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i New York Stock Exchange
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i 8.25% Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares
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i FTAI PR C
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i New York Stock Exchange
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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 (Sec.230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.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.
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Item 1.01 Entry
into a Material Definitive Agreement.
Offering of Additional Notes
On
September 24, 2021, Fortress Transportation and Infrastructure Investors LLC (the
“Company”) closed its previously announced private offering of
additional 5.50% senior notes due 2028 (the
“Additional Notes”). $500.0 million aggregate principal amount of Additional Notes were issued in the offering, at an issue price equal to 100.500% of principal, plus accrued interest from and including
April 12, 2021. The Additional Notes were issued pursuant to the
indenture, dated as of
April 12, 2021 (the
“Base Indenture”), between
the Company and U.S. Bank National Association, as trustee (the
“Trustee”), as supplemented by the First
Supplemental
Indenture, dated as of
September 24, 2021 (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 5.50% senior notes due 2028 were issued in an aggregate principal amount of $500.0 million on
April 12, 2021 (the
“Original Notes”, together
with the Additional Notes, the
“Notes”). After giving effect to the issuance of the Additional Notes, there are $1.0 billion 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 the issue price, 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
April 12, 2021, with respect to the Base
Indenture and the Original Notes.
The foregoing description of the
Indenture contained herein and therein 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.
On
September 24, 2021,
the Company used the net proceeds from the offering to repay in full all of the amounts that remained outstanding under the senior
unsecured bridge term loans (the
“Bridge Loans”) under the Bridge Loan Agreement (as defined below) that were obtained to finance and pay certain fees and expenses related to
the Company’s purchase on
July 28, 2021 of 100% of the equity interests in
Transtar, LLC, which was a wholly-owned short-line railroad subsidiary of United States Steel Corporation.
The Company intends to use the remaining net proceeds from the offering for general corporate purposes, including the funding of future
acquisitions and investments, including aviation investments.
Item 1.02 Termination
of a Material Definitive Agreement.
As described above, on
September 24, 2021,
the Company used a portion of the net proceeds from the offering of the Additional Notes to repay in full all of
the amounts that remained outstanding under that certain Credit Agreement, dated as of
July 28, 2021, among
the Company, as borrower, the guarantors from time to time party thereto, the several lenders from time to time party thereto and Morgan
Stanley Senior Funding, Inc., as administrative agent (the
“Bridge Loan Agreement”). As of
September 22, 2021, an aggregate principal amount of $358.3 million of Bridge Loans remained outstanding, not including accrued interest.
The Company did not
incur any early termination penalties in connection with the repayment of the Bridge Loans.
Certain affiliates of the lenders under the Bridge Loans have, from time to time, performed, and may in the future perform, various commercial and
investment banking and financial advisory services to
the Company and to persons and entities with relationships with
the Company, including acting as the initial purchasers in the offering of Additional Notes described under Item 1.01.
The Bridge Loans bore interest at an adjusted eurodollar rate, subject to a ‘‘floor’’ of 0.50% per annum, plus a margin of 5.50% per annum, which would
have increased to 6.00%, 6.50% and 7.00% per annum, respectively, if the Bridge Loans remained outstanding on
October 27, 2021,
January 27, 2022 and
April 27, 2022, respectively. However, in the event of certain failures by
the Company, the Bridge
Loans would have borne interest at a fixed rate per annum equal to 7.00% or 8.00%, depending on certain conditions.
Any Bridge Loans not repaid in full on or prior to
July 27, 2022 would automatically have been converted into senior term loans that would have been
scheduled to mature on
July 28, 2029. Upon repayment of the Bridge Loans on
September 24, 2021, the Bridge Loan Agreement terminated.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit Number
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Description
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First Supplemental Indenture, dated as of September 24, 2021, between Fortress Transportation and Infrastructure Investors LLC and U.S. Bank National
Association, as trustee.
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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, 2020 and Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 2021 and
June 30, 2021, 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 Executive Officer
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