Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Underwriting Agreement, subject to the terms and conditions
expressed therein, the Company agreed to sell to the Underwriters an aggregate
of 4,000,000 8.25% Fixed-Rate Reset Series C Cumulative Perpetual Redeemable
Preferred Shares, par value
The Company expects to use the net proceeds from the Offering for general corporate purposes, including the funding of future acquisitions and investments, including aviation investments.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including certain liabilities under the Securities Act of 1933, as
amended. If the Company is unable to provide the required indemnification, the
Company has agreed to contribute to payments the Underwriters may be required to
make in respect of those liabilities. In addition, the Underwriting Agreement
contains customary representations, warranties and agreements of the Company,
and customary conditions to closing. The offering is expected to close on
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Certain of the Underwriters and their affiliates have in the past provided, are
currently providing and may in the future from time to time provide, investment
banking and other financing, trading, banking, research, transfer agent and
trustee services to the Company, its subsidiaries and its affiliates, for which
they have in the past received, and may currently or in the future receive, fees
and expenses. Certain affiliates of the Underwriters are lenders and serve other
roles under the credit agreement, dated as of
Upon the successful completion of the Offering, the Company will pay and issue
to
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Index Exhibit Number Description 1.1 Underwriting Agreement, datedMarch 18, 2021 , amongFortress Transportation and Infrastructure Investors LLC andMorgan Stanley & Co. LLC ,Citigroup Global Markets Inc. ,J.P. Morgan Securities LLC, Stifel, Nicolaus & Company, Incorporated ,UBS Securities LLC ,BTIG, LLC ,Cantor Fitzgerald & Co. ,Compass Point Research & Trading, LLC ,JMP Securities LLC, Raymond James & Associates, Inc. ,The Benchmark Company, LLC ,The Oak Ridge Financial Services Group, Inc. , andWR Securities, LLC . 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 consummation of the Offering or 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
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