Item 8.01 Other Events.
On June 29, 2022, FTAI Infrastructure LLC, a Delaware limited liability company
("FTAI Infrastructure") and a subsidiary of Fortress Transportation and
Infrastructure Investors LLC (the "Company"), announced the pricing of its
private offering of $450.0 million aggregate principal amount of 10.500% senior
secured notes due 2027 (the "Notes"). The Notes will be issued at an issue price
equal to 94.585% of principal, plus accrued interest from and including July 7,
2022. The offering is being made in connection with the proposed distribution by
the Company of all of the outstanding shares of common stock of FTAI
Infrastructure Inc. (the "spin-off"). Prior to the consummation of the spin-off,
FTAI Infrastructure will convert to a Delaware corporation and will change its
name to FTAI Infrastructure Inc. The Notes will initially be issued through a
subsidiary of FTAI Infrastructure, FTAI Infra Escrow Holdings, LLC, a Delaware
limited liability company (the "Escrow Issuer"). Upon consummation of the
spin-off, the Escrow Issuer will be merged with and into FTAI Infrastructure
Inc. and FTAI Infrastructure Inc. will become the issuer of the Notes. Following
the spin-off, FTAI Infrastructure Inc. will hold, directly or indirectly, all of
the Company's infrastructure business. FTAI Infrastructure Inc. intends to
distribute the net proceeds from the offering to the Company in connection with
the spin-off. The Company intends to use a portion of such net proceeds from the
offering to repay certain of its outstanding indebtedness. The closing of the
offering is subject to certain limited conditions.
The Notes were 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 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.
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
jurisdiction.
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 and FTAI Infrastructure
Inc.'s anticipated use of the net proceeds from the offering and statements
regarding the proposed spin-off. 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 (i) Item 1A. "Risk Factors" of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2022, as updated by annual, quarterly and other reports the Company files, and
(ii) "Risk Factors" of FTAI Infrastructure's registration statement on Form 10,
filed with the Securities and Exchange Commission on April 29, 2022, as amended
on May 24, 2022.
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