UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 23, 2020

Fortress Transportation and Infrastructure Investors LLC
(Exact Name of Registrant as Specified in its Charter)

Delaware
001-37386
32-0434238
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1345 AVENUE OF THE AMERICAS, 45TH FLOOR, New York, New York 10105
(Address of Principal Executive Offices) (Zip Code)

(212) 798-6100
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading Symbol(s):
Name of each exchange on which registered:
Class A Common shares, $0.01 par value per share
FTAI
New York Stock Exchange
8.25% Fixed-to-Floating Rate Series A
Cumulative Perpetual Redeemable Preferred Shares
FTAI PR A
New York Stock Exchange
8.00% Fixed-to-Floating Rate Series B
Cumulative Perpetual Redeemable Preferred Shares
FTAI PR B
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01
Other Events.

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.

SIGNATURE

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.

 
FORTRESS TRANSPORTATION AND
INFRASTRUCTURE INVESTORS LLC
     
 
By:
/s/ Scott Christopher
 
Name:
Scott Christopher
 
Title:
Chief Financial Officer

Date: July 23, 2020


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Document and Entity Information
Jul. 23, 2020
Entity Listings [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jul. 23, 2020
Entity Registrant Name Fortress Transportation and Infrastructure Investors LLC
Entity Incorporation, State or Country Code DE
Entity File Number 001-37386
Entity Tax Identification Number 32-0434238
Entity Address, Address Line One 1345 AVENUE OF THE AMERICAS
Entity Address, Address Line Two 45TH FLOOR
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10105
City Area Code 212
Local Phone Number 798-6100
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001590364
Common Class A [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Class A Common shares, $0.01 par value per share
Trading Symbol FTAI
Security Exchange Name NYSE
Series A Preferred Stock [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security 8.25% Fixed-to-Floating Rate Series A
Trading Symbol FTAI PR A
Security Exchange Name NYSE
Series B Preferred Stock [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security 8.00% Fixed-to-Floating Rate Series B
Trading Symbol FTAI PR B
Security Exchange Name NYSE