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:
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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 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 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 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 (
§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
December 23, 2020, Fortress Transportation and Infrastructure Investors LLC (the
“Company”) closed its previously announced private offering of additional 6.50%
senior notes due 2025 (the
“Additional Notes”). $400.0 million aggregate principal amount of Additional Notes were issued in the offering, at an issue price equal to 101.750% of principal, plus accrued interest from and including
October 1, 2020.
On
December 23, 2020,
the Company used a portion of the net proceeds from the offering to purchase $300.0 million in aggregate principal amount of its 6.75% Senior Notes due 2022 (
“2022 Notes”) validly tendered prior to the Early Tender Deadline (as
defined below) and accepted for purchase by
the Company in
the Company’s previously announced cash tender offer (the
“Tender Offer”), and to pay accrued and unpaid interest, premiums, fees and expenses in connection therewith. Any additional net
proceeds will be used for general corporate purposes, which may include the funding of future acquisitions and investments, including aviation investments.
The Additional Notes were issued pursuant to the
indenture, dated as of
September 18, 2018 (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
May 21, 2019 (the
“First Supplemental Indenture”), and the Second Supplemental
Indenture, dated as of
December 23, 2020 (the
“Second
Supplemental Indenture”; the Base
Indenture, as supplemented by the First Supplemental
Indenture and the Second Supplemental
Indenture, the
“Indenture”).
The Company is filing the Second Supplemental
Indenture as
Exhibit 4.1 to this Current Report
on Form 8-K, which is
incorporated by reference herein.
The original 6.50% senior notes due 2025 were issued in an aggregate principal amount of $300.0 million on
September 18, 2018 (the
“Original Notes”). An additional
$150.0 million in aggregate principal amount of 6.50% senior notes due 2025 were issued on
May 21, 2019 (such additional notes, together with the Original Notes, the
“Existing Notes”; and the Existing Notes, together with the Additional Notes, the
“Notes”). There are $850.0 million aggregate principal amount of Notes outstanding as of the date hereof. The Additional Notes and the Existing 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 Base
Indenture and the Notes, see
the Company’s Current Report on Form
8-K filed with the Securities and Exchange Commission on
September 18, 2018, with respect to the Original Notes. The 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
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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Tender Offer
On
December 22, 2020,
the Company announced the early tender results of the Tender Offer. As of 5:00 p.m., New York City time, on
December 22, 2020 (the
“Early Tender
Deadline”), approximately $613.4 million aggregate principal amount of the outstanding 2022 Notes (representing approximately 87.63% of the $700.0 million aggregate principal amount of 2022 Notes then outstanding) had been validly tendered and not
validly withdrawn.
On
December 23, 2020,
the Company announced the early settlement of the Tender Offer and that
the Company had accepted for purchase $300.0 million aggregate principal
amount of the 2022 Notes validly tendered in connection with the Tender Offer. The 2022 Notes accepted for payment were all validly tendered and not validly withdrawn on or prior to the Early Tender Deadline, subject to the terms of the Tender
Offer. Holders whose notes were accepted for purchase received total consideration of $1,016.00 per $1,000 principal amount of 2022 Notes, including an early tender premium equal to $30.00 per $1,000 principal amount of 2022 Notes, plus accrued and
unpaid interest on the 2022 Notes from
September 15, 2020 (the most recent payment of semi-annual interest) to, but not including,
December 23, 2020, subject to the terms and conditions of the Tender Offer.
Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Second Supplemental Indenture, dated December 23, 2020, between Fortress Transportation and Infrastructure Investors LLC and U.S. Bank National Association, as trustee
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Press Release Announcing Early Results of Tender Offer for 6.75% Senior Notes due 2022, dated December 22, 2020, issued by Fortress Transportation and Infrastructure Investors LLC
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Press Release Announcing Early Settlement of Tender Offer for 6.75% Senior Notes due 2022, dated December 23, 2020, issued by Fortress Transportation and Infrastructure Investors LLC
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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
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 Quarterly Report on Form 10-Q for the fiscal quarters ended
March 31, 2020,
June 30, 2020 and
September 30,
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.
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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
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