Item 1.01
|
Entry into a Material Definitive Agreement.
|
Offering of Additional Notes
On February 8, 2019, Fortress Transportation and Infrastructure Investors LLC (the
“
Company
”
) closed its previously announced private offering of additional 6.75% senior notes due 2022 (the
“
Additional
Notes
”
). $150.0 million aggregate principal amount of Additional Notes were issued in the offering (upsized from $100.0 million), at an issue price equal to 98.5% of principal,
plus accrued interest from and including September 15, 2018. The Company intends to use the net proceeds from the offering for general corporate purposes, including the repayment of outstanding revolving borrowings under the Company’s credit
agreement dated as of June 16, 2017, as amended, and the funding of future investments, including aviation investments.
The Additional Notes were issued pursuant to the indenture, dated as of March 15, 2017 (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 June 8, 2017, the Second Supplemental Indenture, dated as of August 23, 2017, the Third Supplemental Indenture,
dated as of December 20, 2017, the Fourth Supplemental Indenture, dated as of May 31, 2018,
and the Fifth Supplemental Indenture, dated as of February 8, 2019 (the “Fifth Supplemental
Indenture”;
the Base Indenture as so supplemented, the
“
Indenture
”
). The Company is filing the
Fifth Supplemental Indenture as Exhibit 4.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
The original 6.75% senior notes due 2022 were issued in an aggregate principal amount of $250.0 million on March 15, 2017 (the
“
Original Notes
”
). An additional $100.0 million of 6.75% senior notes due 2022 were issued on August 23, 2017 (the
“
August Notes
”
), an additional $100.0 million of 6.75% senior notes due 2022 were issued on December 20, 2017
(the
“
December Notes
”) and an additional $100.0 million of 6.75% senior notes due 2022 were issued on May 31, 2018
(the “May Notes”
, together with the Original Notes, the August Notes, the December Notes and the Additional Notes, the
“
Notes
”
). There are $700.0 million aggregate principal amount of Notes outstanding as of the date hereof. The Additional Notes, the August Notes, the December Notes, the May 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 on March 15, 2017, with respect to the Original Notes.
The 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 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.