Item 8.01 Other Events.
On December 9, 2020, Fortress Transportation and Infrastructure Investors LLC
(the "Company") announced that it is commencing an offering of $400.0 million
aggregate principal amount of additional 6.50% senior notes due 2025 (the
"Additional Notes") in a private offering, subject to market and other
conditions. There are $450.0 million 6.50% senior notes due 2025 outstanding as
of the date hereof.
The Company intends to use the net proceeds from the offering to purchase,
repurchase, redeem or otherwise refinance $300.0 million in aggregate principal
amount of its 6.75% Senior Notes due 2022 ("2022 Notes"), including 2022 Notes
validly tendered and accepted for purchase by the Company in the Tender Offer
(as defined below), 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 will be offered in the United States to persons reasonably
believed to be qualified institutional buyers under Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and to persons
outside of the United States under Regulation S under the Securities Act. The
Additional Notes will not be registered under the Securities Act 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 December 9, 2020, the Company also announced that it is commencing a cash
tender offer (the "Tender Offer") for up to $300.0 million aggregate principal
amount (as may be increased by the Company) of 2022 Notes. The Tender Offer is
subject to the terms and conditions described in the offer to purchase and
related letter of transmittal delivered to the holders of the 2022 Notes on
December 9, 2020, including the condition that the Company has received at least
$300.0 million in aggregate gross proceeds from one or more offerings of debt
securities on terms reasonably acceptable to the Company. The Tender Offer will
expire at 11:59 p.m., New York City time, on January 7, 2021, unless extended or
earlier terminated by the Company. A copy of the press release announcing the
Tender Offer is attached hereto as Exhibit 99.1.
Assuming $300.0 million in aggregate principal amount of 2022 Notes are accepted
for purchase in the Tender Offer and such 2022 Notes are validly tendered at or
prior to the early tender date described in the related offer to purchase, the
aggregate total consideration payable in respect of the 2022 Notes pursuant to
the Tender Offer (including the payment of accrued and unpaid interest in
connection therewith) would be approximately $311.1 million. As a result, based
on such assumptions, the Company expects to incur a related one-time charge in
the fourth quarter of 2020.
The information in this Form 8-K filed pursuant to Item 8.01 does not constitute
a notice of redemption under the optional redemption provisions of the indenture
(and supplement thereto) governing the 2022 Notes nor an offer to sell or a
solicitation of an offer to buy the securities described herein, nor shall there
be any sale of these securities in any state or other jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Press release, dated December 9, 2020, issued by Fortress
Transportation and Infrastructure Investors LLC
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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 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 December 31, 2019, as supplemented by the Company's subsequently
filed Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
2020, June 30, 2020 and September 30, 2020.
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