On July 23, 2020, Fortress Transportation and Infrastructure Investors LLC (the “Company”) announced the pricing of its previously announced private offering of $400.0 million (upsized from $300.0 million) aggregate principal
amount of senior notes due 2027 (the “Notes”). The Notes will bear interest at 9.75% per annum and will be issued at an issue price equal to 100.00% of principal, plus accrued interest, if any, from July 28, 2020. The Company intends to use the net
proceeds from the offering to repay the $220.0 million of outstanding borrowings under its Revolving Credit Facility, and to use the remaining net proceeds for general corporate purposes, which may include the repurchase or redemption of its
outstanding 6.75% Senior Notes due 2022 (the “2022 Notes”) and the funding of future acquisitions and investments, including aviation investments. Any future repurchase or redemption of outstanding 2022 Notes will depend on various factors. There can
be no assurance that the Company makes any such repurchases or redemptions and the Company is not required to do so. The closing of the offering is subject to certain limited conditions.
The Notes were offered in the United States to 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 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 Report on Form 10-Q for the fiscal
quarter ended March 31, 2020.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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FORTRESS TRANSPORTATION AND
INFRASTRUCTURE INVESTORS LLC
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By:
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/s/ Scott Christopher
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Name:
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Scott Christopher
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Title:
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Chief Financial Officer
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Date: July 23, 2020