In a confidential preliminary offering memorandum dated February 6, 2019 that will be distributed to
prospective investors in connection with the private offering, th
e Company supplemented certain recent developments and risk factor disclosure it previously disclosed in its Form 10-Q for the quarter ended September 30, 2018, which is set
forth below.
Recent Developments
Repauno Revolver
On November 5, 2018, a subsidiary of the Company entered into the Repauno Revolver with certain lenders. The Repauno Revolver provides for revolving loans
in the aggregate principal amount of up to $25.0 million. In January 2019, $6.0 million was drawn under the Repauno Revolver.
Jefferson Revolver Amendment
On December 20, 2018, a subsidiary of the Company entered into Amendment No. 1 to the Jefferson Revolver. The amendment, among other things, temporarily
increases the aggregate revolving commitments under the Jefferson Revolver by $25.0 million from $50.0 million to $75.0 million, with such temporary increase expiring on August 1, 2019. As of February 6, 2019, there were $49.8 million of
borrowings outstanding under the Jefferson Revolver.
Potential Financing Transactions
We are currently evaluating (i) increasing the aggregate commitments under our existing Revolving Credit Facility by up to $125.0 million and making certain
other amendments to the terms thereof and (ii) several potential financing transactions by certain of our subsidiaries, including a potential infrastructure financing transaction by certain of our unrestricted subsidiaries in connection with our
planned construction of a combined-cycle power plant in Hannibal, Ohio (clauses (i) and
(ii), collectively,
‘‘Potential
Financing Transactions’’). In connection with certain of the Potential Financing Transactions, we may make investments or commit to make investments that would be funded in part with a portion of the net proceeds from the offering. The timing of
any Potential Financing Transaction has not been determined but may occur concurrently with or shortly after the consummation of the offering.
We can provide no assurance that we will complete any Potential Financing Transactions or that we will do so in the amount, or on the terms, we anticipate.
The completion of the offering is not contingent upon the completion of any Potential Financing Transaction.
Risks Related to the Notes
We have the ability to incur substantial additional
debt, which may intensify the risks associated with our substantial existing debt, including our ability to service the Notes and other debt.
Our credit facilities and other debt instruments, including the Indenture, will permit us, subject to compliance with certain covenants, to incur a
substantial amount of additional indebtedness, including senior secured indebtedness. As of September 30, 2018, on an as adjusted basis after giving effect to the Transactions, the Company and our subsidiaries would have had $1.3 billion
aggregate principal amount of indebtedness outstanding. In addition, as of September 30, 2018, on an as adjusted basis after giving effect to the Transactions, we would have had the ability to borrow $125.0 million under the Revolving Credit
Facility and our subsidiaries would have had the ability to borrow an additional $2.8 million (or $46.8 million after giving effect to the Subsidiary Revolver Transactions) under revolving credit facilities, subject in each case to compliance
with certain conditions. We may also incur additional debt from time to time, subject to the restrictions contained in our other debt instruments, including the Indenture. Our unrestricted subsidiaries are not subject to the restrictive covenants
of the Indenture and as a result may incur substantial additional indebtedness in the future, all of which would be structurally senior to the Notes. If we incur additional debt above the levels in effect upon the closing of the offering, the
risks associated with our substantial existing debt, including our ability to service our debt, could intensify.
FTAI will depend on the receipt of dividends or other intercompany transfers from its subsidiaries to pay the
principal of, and interest on, the Notes.
FTAI conducts substantially all of its operations through its subsidiaries, and substantially all of the operating assets of the Company are held directly
by its subsidiaries. FTAI, as the issuer of the Notes, will therefore be dependent upon dividends or other intercompany transfers of funds from these subsidiaries in order to pay the principal of, and interest on, the Notes and to meet its other
obligations.
Unless they are guarantors of the Notes, FTAI’s subsidiaries do not have any obligation to pay amounts due on the Notes or to make funds available to FTAI.
Our non-guarantor subsidiaries may not be able to, or may not be permitted to make distributions to enable us to make payments in respect of FTAI’s indebtedness, including the Notes. Each non-guarantor subsidiary is a distinct legal entity and,
under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our non-guarantor subsidiaries. For example, our unrestricted subsidiaries are not subject to the restrictive covenants of the Indenture. As
a result, our unrestricted subsidiaries may enter into financing arrangements that limit their ability to make funds available to FTAI. Accordingly, we may not be able to rely on the cash flow or assets of unrestricted subsidiaries to pay any of
FTAI’s indebtedness, including the Notes.
We are required by Section 404 of the Sarbanes-Oxley Act to evaluate the effectiveness of our internal controls, and
the outcome of that effort may adversely affect our results of operations, financial condition and liquidity. Because we are no longer an emerging growth company, we are subject to heightened disclosure obligations, which may impact our share
price.
As a public company, we are required to comply with Section 404 (“Section 404”) of the Sarbanes-Oxley Act. Section 404 requires that we evaluate the
effectiveness of our internal control over financial reporting at the end of each fiscal year and to include a management report assessing the effectiveness of our internal controls over financial reporting in our Annual Report on Form 10-K for
that fiscal year. Section 404 also requires an independent registered public accounting firm to attest to, and report on, management’s assessment of our internal controls over financial reporting. Because we ceased to be an emerging growth
company at the end of 2017, we were required to have our independent registered public accounting firm attest to the effectiveness of our internal controls in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. The outcome
of our review and the report of our independent registered public accounting firm may adversely affect our results of operations, financial condition and liquidity. During the course of our review, we may identify control deficiencies of varying
degrees of severity, and we may incur significant costs to remediate those deficiencies or otherwise improve our internal controls. As a public company, we are required to report control deficiencies that constitute a “material weakness” in our
internal control over financial reporting. If we discover a material weakness in our internal control over financial reporting, our share price could decline and our ability to raise capital could be impaired. We are currently evaluating
control deficiencies identified in the operation of internal controls in our Aviation segment that may constitute a material weakness in the aggregate. We are actively remediating these deficiencies but cannot predict the timing of the
completion of such remediation, including whether it will be completed by the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. If we are unable to complete such remediation prior to the filing of our
Annual Report on Form 10-K for the fiscal year ended December 31, 2018, such Annual Report may disclose a material weakness in our internal control over financial reporting, and the report of our independent registered public accounting firm
included therein may state that we do not maintain effective internal controls
,
in each case as of December 31, 2018.