Item 8.01. Other Events.
The Jefferson Energy Companies, acting through certain subsidiaries
("Jefferson"), The Port of Beaumont Navigation District of Jefferson County,
Texas (the "Port Issuer") and the Port of Beaumont Industrial Development
Authority (the "IDA Issuer" and, together with the Port Issuer, the "Issuers")
priced their previously announced private offering of Series 2021 Bonds on
August 3, 2021. $425,000,000 aggregate principal amount of the Series 2021
Bonds will be issued in the offering. The Series 2021 Bonds will be designated
as $225,000,000 of Series 2021A Dock and Wharf Facility Revenue Bonds (the
"Series 2021A Bonds") and $200,000,000 of Series 2021B Taxable Facility Revenue
Bonds (the "Taxable Series 2021B Bonds").
The Series 2021A Bonds will consist of:
(i) $39,115,000 aggregate principal amount of Serial Bonds maturing between
January 1, 2026 and January 1, 2031, and bearing interest at specified fixed
rates ranging from 1.875% to 2.625% per annum,
(ii) $38,175,000 aggregate principal amount of Term Bonds maturing January 1,
2036, and bearing interest at a fixed rate of 2.750% per annum,
(iii) $44,920,000 aggregate principal amount of Term Bonds maturing January 1,
2041, and bearing interest at a fixed rate of 2.875% per annum, and
(iv) $102,790,000 aggregate principal amount of Term Bonds maturing January 1,
2050, and bearing interest at a fixed rate of 3.00% per annum.
The Taxable Series 2021B Bonds will mature on January 1, 2028, and will bear
interest at a fixed rate of 4.100% per annum.
The closing of the offering is subject to certain limited conditions and is
expected to occur on or before August 18, 2021.
The Series 2021 Bonds are special, limited obligations of the Issuers, payable
from, and secured solely by, the trust estate and the collateral pledged
therefor. Contractual arrangements entered into in connection with the offering
will provide that Jefferson bears the economic obligation to pay principal,
interest and other amounts under the Series 2021 Bonds as and when due. The
Series 2021 Bonds do not constitute indebtedness of any of: the Issuers; the
State of Texas; Jefferson County, Texas; Orange County, Texas; or any other
political subdivision of the State of Texas and shall not constitute or give
rise to any pecuniary liability of any of the foregoing. Neither the full faith
and credit of the Issuers, nor the full faith and credit and taxing power of any
of the State of Texas; Jefferson County, Texas; Orange County, Texas; or any
other political subdivision of the State of Texas is pledged to the payment of
the principal of or interest or premium, if any, on the Series 2021 Bonds.
The Series 2021 Bonds were offered only to "qualified institutional buyers"
under Rule 144A of the Securities Act of 1933 (the "Securities Act") and to
"institutional accredited investors" within the meaning of Rule 501(a)(1), (2),
(3), (7) or (13) under the Securities Act. The Series 2021 Bonds will not be
registered under the Securities Act or any state securities laws and, in the
case of the Taxable Series 2021B Bonds, unless so registered, may not be offered
or sold in the United States absent registration or an applicable exemption from
The information in this Form 8-K filed pursuant to Item 8.01 does not constitute
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
Cautionary Language Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Words such as, but not limited to, "will,"
"believes," "expects," "anticipates," "plans," "could," "may," "should," and
similar expressions are intended to identify forward-looking statements.
Forward-looking statements in this current report include, among other things,
statements about Fortress Transportation and Infrastructure Investors LLC (NYSE:
FTAI)'s and Jefferson's plans, objectives, expectations and intentions; the
financial condition, results of operations and business of FTAI and Jefferson;
and the anticipated timing of the offering. Risks and uncertainties include,
among other things, risks related to the satisfaction of the conditions of the
closing of the offering in the anticipated timeframe or at all; risks related to
Jefferson's ability to realize the anticipated benefits of the projects to be
financed by the offering; risks related to Jefferson's ability to meet its
obligations under the definitive documents for the offering, including scheduled
principal and interest payments on the Series 2020 and Series 2021 Bonds; future
commodity prices, exchange and interest rates; changes in tax and other laws,
regulations, rates and policies; and competitive developments. All
forward-looking statements rely on a number of assumptions, estimates and data
concerning future results and events and are subject to a number of
uncertainties and other factors that could cause actual results to differ
materially from those reflected in such statements. Accordingly, FTAI cautions
that the forward-looking statements contained herein are qualified by these and
other important factors and uncertainties that could cause results to differ
materially from those reflected by such statements. For more information on
additional potential risk factors, please review FTAI's filings with the SEC,
including, but not limited to, FTAI's Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and its Current Reports on Form 8-K.
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