Item 1.01
Entry into a Material
Definitive Agreement.
Offering of Additional Notes
On May 21, 2019, Fortress Transportation and Infrastructure Investors LLC (the “Company”) closed its previously announced private offering of additional
6.50% senior notes due 2025 (the “Additional Notes”). $150.0 million aggregate principal amount of Additional Notes were issued in the offering, at an issue price equal to 99.125% of principal, plus accrued interest from and including April 1,
2019. The Company intends to use the net proceeds from the offering for general corporate purposes, including the funding of future investments, including aviation investments.
The Additional Notes were issued pursuant to the indenture, dated as of September 18, 2018 (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 May 21, 2019 (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 6.50% senior notes due 2025 were issued in an aggregate principal amount of $300.0 million on September 18. 2018 (the “Original Notes”,
together with the Additional Notes, the “Notes”). There are $450.0 million aggregate principal amount 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 on September 18, 2018, 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.