Item 7.01. Regulation FD Disclosure
On July 27, 2021, the Jefferson Energy companies, acting through certain
subsidiaries ("Jefferson"), The Port of Beaumont Navigation District of
Jefferson County, Texas, and The Port of Beaumont Industrial Development
Authority announced their intention to offer Series 2021 Bonds in an aggregate
principal amount of approximately $425,000,000 (the "Series 2021 Bonds"). The
Series 2021 Bonds will be designated as approximately $225,000,000 of Series
2021A Dock and Wharf Facility Revenue Bonds, and approximately $200,000,000 of
Series 2021B Taxable Facility Revenue Bonds. These amounts are preliminary and
are subject to change.
Jefferson intends to use the net proceeds from this offering to pay for or
reimburse the cost of development, construction and acquisition of certain
facilities, to refinance certain subordinated indebtedness of Jefferson owed to
Fortress Transportation and Infrastructure Investors LLC (NYSE: FTAI) and,
together with an expected $90 million equity investment in Jefferson from FTAI,
to fund certain reserve and funded interest accounts. Jefferson is a subsidiary
of FTAI.
Jefferson expects that, within twelve months following completion of the
projects to be funded or reimbursed in connection with this offering (which
completion is currently expected to occur by the first half of 2023) its annual
run-rate revenues for such facilities will be approximately $170 million, and
annual run-rate EBITDA will be approximately $100 million. These projections
assume approximately 6.2 million barrels of storage capacity, with an
approximate 90% utilization rate and pricing substantially comparable to current
market rates. There can be no assurance that these projects will be completed
in accordance with Jefferson's expectations, or at all. Please see "Cautionary
Language Regarding Forward-Looking Statements" below.
The Series 2021 Bonds are special, limited obligations of The Port of Beaumont
Navigation District of Jefferson County, Texas, and The Port of Beaumont
Navigation District of Jefferson County, Texas, and are payable from, and
secured solely by, the trust estate and the collateral pledged therefor. The
Series 2021 Bonds do not constitute indebtedness of any of: The Port of
Beaumont Navigation District of Jefferson County, Texas; The Port of Beaumont
Industrial Development Authority; the State of Texas; Jefferson County; 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 Port of Beaumont Navigation
District of Jefferson County, Texas or The Port of Beaumont Industrial
Development Authority, nor the full faith and credit and taxing power of any of
the State of Texas; Jefferson County; 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 are being 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), (12) or (13) under the Securities Act. The offering will be made only
by means of a limited offering memorandum and related supplements thereto.
The information in this Form 8-K furnished pursuant to Item 7.01 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.
Jefferson is not providing forward looking guidance for U.S. GAAP reported
financial measures or a quantitative reconciliation of forward-looking non-GAAP
financial measures to the most directly comparable U.S. GAAP measure because it
is unable to predict with reasonable certainty the ultimate outcome of certain
significant items without unreasonable effort. These items include, but are not
limited to, development and construction progress and timing with respect to
current and future projects, potential cost overruns, interest expense, and
revenues related to projects under development and/or construction. These items
are uncertain, depend on various factors, and could have a material impact on
U.S. GAAP reported results for the guidance period.
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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 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 proposed offering. Risks and
uncertainties include, among other things, risks related to the satisfaction of
the conditions of the closing of the proposed 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 proposed offering;
risks related to Jefferson's ability to meet its obligations under the
definitive documents for the proposed 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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