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 28, 2020
i Fortress Transportation and Infrastructure Investors LLC
(Exact Name of Registrant as Specified in its Charter)
i Delaware
|
|
i 32-0434238
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
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:
i ☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
i ☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
i ☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
i ☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
|
Trading Symbol(s):
|
Name of each exchange on which registered:
|
i Class A Common shares, $0.01 par value per share
|
i FTAI
|
i New York Stock Exchange
|
i 8.25% Fixed-to-Floating Rate Series A
Cumulative Perpetual Redeemable Preferred Shares
|
i FTAI PR A
|
i New York Stock Exchange
|
i 8.00% Fixed-to-Floating Rate Series B
Cumulative Perpetual Redeemable Preferred Shares
|
i FTAI PR B
|
i New York Stock Exchange
|
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.
On
July 28, 2020, Fortress Transportation and Infrastructure Investors LLC (the
“Company”) closed its previously announced private offering of $400.0
million (upsized from $300.0 million) aggregate principal amount of 9.75% senior unsecured notes due 2027 (the
“Notes”). The Notes were issued pursuant to an
indenture, dated as of
July 28, 2020 (the
“Indenture”), between
the Company and U.S. Bank
National Association, as trustee.
The Company is filing the
Indenture as
Exhibit 4.1 to this Current Report on Form 8-K.
The Notes are senior unsecured obligations of
the Company and rank equal in right of payment with all existing and future senior unsecured indebtedness of
the Company and senior in right of payment to all of the existing and future subordinated indebtedness of
the Company. The Notes are effectively subordinated to all existing and future secured obligations of
the Company to the extent of the value of
the assets securing such obligations, and are structurally subordinated to the liabilities and preferred stock of each subsidiary of
the Company that does not guarantee the Notes. The Notes are not guaranteed initially by any of
the Company’s
subsidiaries or any third party.
The Notes will bear interest at a rate of 9.750% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, commencing on
February 1, 2021, to persons who are registered holders of the Notes on the immediately preceding January 15 and July 15, respectively.
The
Indenture limits 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, in each case subject to certain qualifications 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
the Company 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
August 1, 2027. Prior to
August 1, 2023,
the Company 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
August 1, 2023,
the Company 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) 104.875% beginning on
August 1, 2023, (ii) 102.438% beginning on
August 1, 2024 and (iii) 100.000% beginning
on
August 1, 2025 and thereafter, plus, in each case, accrued and unpaid interest, if any, to, but not including, the applicable redemption date. In addition, at any time on or prior to
August 1, 2023,
the Company may redeem up to 40% of the
aggregate principal amount of the Notes using net proceeds from certain equity offerings at a redemption price equal to 109.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the
applicable redemption date.
The 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.
The Company intends to use the net proceeds from the offering to repay the $220.0 million of outstanding borrowings under its Revolving Credit Facility,
and to use the remaining net proceeds for general corporate purposes, which may include the repurchase or redemption of its outstanding 6.75% Senior Notes due 2022 and the funding of future acquisitions and investments, including aviation
investments. Any future repurchase or redemption of outstanding 2022 Notes will depend on various factors. There can be no assurance that
the Company makes any such repurchases or redemptions and
the Company is not required to do so.
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.
|
|
|
|
|
Indenture, dated July 28, 2020, between Fortress Transportation and Infrastructure Investors LLC and U.S. Bank National Association, as trustee.
|
104
|
|
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
|
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 statements regarding
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, 2019, as supplemented by
the Company’s subsequently filed Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2020.
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.
|
FORTRESS TRANSPORTATION AND
INFRASTRUCTURE INVESTORS LLC
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|
|