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Item 1.01
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Entry into a Material Definitive Agreement.
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On September 5, 2019, Fortress Transportation and Infrastructure Investors LLC (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated, as
underwriters (collectively, the “Underwriters”). The following
summary of certain provisions of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the complete Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.
Pursuant to the Underwriting Agreement, subject to the terms and conditions expressed therein, the Company agreed to sell to the Underwriters an aggregate of 3,000,000
8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares, par value $0.01 per share, representing limited liability company interests in the Company, with a liquidation preference of $25.00 per share (“Preferred Shares”) in a registered public offering (the “Offering”),
at a price to the public of $25.00 per share (the “Offering Price”). In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 450,000 Preferred Shares at the Offering Price less the underwriting discount.
The Preferred Shares are being sold pursuant to a prospectus supplement, dated September 5, 2019, and related prospectus, dated February 24, 2017, relating to the Company’s automatic shelf registration statement on Form S-3 (File No. 333- 216247), each filed with the Securities and Exchange Commission.
The Company expects to use the net proceeds from the Offering for general corporate purposes, including the funding of future acquisitions and investments.
The Company has agreed to indemnify the Underwriters against certain liabilities, including certain liabilities under the Securities Act of 1933, as amended. If the
Company is unable to provide the required indemnification, the Company has agreed to contribute to payments the Underwriters may be required to make in respect of those liabilities. In addition, the Underwriting Agreement contains customary
representations, warranties and agreements of the Company, and customary conditions to closing. The offering is expected to close on September 12, 2019, in accordance with the terms and subject to the conditions stated in the Underwriting
Agreement.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Certain of the Underwriters and their affiliates have in the past provided, are currently providing and may in the future from time to time provide, investment banking
and other financing, trading, banking, research, transfer agent and trustee services to the Company, its subsidiaries and its affiliates, for which they have in the past received, and may currently or in the future receive, fees and expenses.
Certain affiliates of the Underwriters are lenders and serve other roles under the credit agreement, dated as of June 16, 2017, among the Company, certain lenders and issuing banks and JPMorgan Chase Bank, N.A., as administrative agent, as amended
as of August 2, 2018, as further amended as of February 8, 2019 and as further amended as of August 6, 2019, and receive fees in connection with such roles. Additionally, certain of the Underwriters and their affiliates may sell assets to the
Company from time to time.