Item 1.01 Entry
into a Material Definitive Agreement.
Offering of Additional Notes
On September 24, 2021, Fortress Transportation and Infrastructure Investors LLC (the “Company”) closed its previously announced private offering of
additional 5.50% senior notes due 2028 (the “Additional Notes”). $500.0 million aggregate principal amount of Additional Notes were issued in the offering, at an issue price equal to 100.500% of principal, plus accrued interest from and including
April 12, 2021. The Additional Notes were issued pursuant to the indenture, dated as of April 12, 2021 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First
Supplemental Indenture, dated as of September 24, 2021 (the “First Supplemental Indenture”; the Base Indenture as so supplemented, the “Indenture”). The Company is filing the First Supplemental Indenture as Exhibit 4.1 to this Current Report on Form
8-K, which is incorporated by reference herein.
The original 5.50% senior notes due 2028 were issued in an aggregate principal amount of $500.0 million on April 12, 2021 (the “Original Notes”, together
with the Additional Notes, the “Notes”). After giving effect to the issuance of the Additional Notes, there are $1.0 billion of Notes outstanding as of the date hereof. The Additional Notes and the Original Notes have identical terms, other than
with respect to the date of issuance and the issue price, and will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. For a description of the terms of the Indenture
and the Notes, see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2021, with respect to the Base Indenture and the Original Notes.
The foregoing description of the Indenture contained herein and therein does not purport to be complete and is subject to, and qualified in its entirety by
reference to, the full text of the Base Indenture, as supplemented by the First Supplemental Indenture.
The Additional Notes have not been registered under the Securities Act of 1933, as amended, 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.
On September 24, 2021, the Company used the net proceeds from the offering to repay in full all of the amounts that remained outstanding under the senior
unsecured bridge term loans (the “Bridge Loans”) under the Bridge Loan Agreement (as defined below) that were obtained to finance and pay certain fees and expenses related to the Company’s purchase on July 28, 2021 of 100% of the equity interests in
Transtar, LLC, which was a wholly-owned short-line railroad subsidiary of United States Steel Corporation. The Company intends to use the remaining net proceeds from the offering for general corporate purposes, including the funding of future
acquisitions and investments, including aviation investments.
Item 1.02 Termination
of a Material Definitive Agreement.
As described above, on September 24, 2021, the Company used a portion of the net proceeds from the offering of the Additional Notes to repay in full all of
the amounts that remained outstanding under that certain Credit Agreement, dated as of July 28, 2021, among the Company, as borrower, the guarantors from time to time party thereto, the several lenders from time to time party thereto and Morgan
Stanley Senior Funding, Inc., as administrative agent (the “Bridge Loan Agreement”). As of September 22, 2021, an aggregate principal amount of $358.3 million of Bridge Loans remained outstanding, not including accrued interest. The Company did not
incur any early termination penalties in connection with the repayment of the Bridge Loans.
Certain affiliates of the lenders under the Bridge Loans have, from time to time, performed, and may in the future perform, various commercial and
investment banking and financial advisory services to the Company and to persons and entities with relationships with the Company, including acting as the initial purchasers in the offering of Additional Notes described under Item 1.01.
The Bridge Loans bore interest at an adjusted eurodollar rate, subject to a ‘‘floor’’ of 0.50% per annum, plus a margin of 5.50% per annum, which would
have increased to 6.00%, 6.50% and 7.00% per annum, respectively, if the Bridge Loans remained outstanding on October 27, 2021, January 27, 2022 and April 27, 2022, respectively. However, in the event of certain failures by the Company, the Bridge
Loans would have borne interest at a fixed rate per annum equal to 7.00% or 8.00%, depending on certain conditions.
Any Bridge Loans not repaid in full on or prior to July 27, 2022 would automatically have been converted into senior term loans that would have been
scheduled to mature on July 28, 2029. Upon repayment of the Bridge Loans on September 24, 2021, the Bridge Loan Agreement terminated.