Item 1.01 Entry into a Material Definitive Agreement.
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.
The information included in Item 1.01 is incorporated by reference into this
Item 2.03.
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Item 8.01 Other Events.
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.
A copy of the press release announcing the early tender results is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
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.
A copy of the press release announcing the early settlement of the Tender Offer
is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
4.1 Second Supplemental Indenture, dated December 23, 2020, between Fortress
Transportation and Infrastructure Investors LLC and U.S. Bank National
Association, as trustee
99.1 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
99.2 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
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 Quarterly Report
on Form 10-Q for the fiscal quarters ended March 31, 2020, June 30, 2020 and
September 30, 2020.
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