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): November 22, 2019
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
|
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 1.01 | Entry into a Material Definitive Agreement. |
On November 22, 2019, Fortress Transportation and Infrastructure Investors LLC (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, UBS Securities LLC, Stifel, Nicolaus & Company, Incorporated, Raymond James & Associates, Inc., B. Riley FBR, Inc., BTIG, LLC and The Oak Ridge Financial Services Group, Inc. as underwriters (collectively, the “Underwriters”). The following summary of certain provisions of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the complete Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.
Pursuant to the Underwriting Agreement, subject to the terms and conditions expressed therein, the Company agreed to sell to the Underwriters an aggregate of 4,000,000 8.00% Fixed-to-Floating Rate Series B Cumulative Perpetual Redeemable Preferred Shares, par value $0.01 per share, representing limited liability company interests in the Company, with a liquidation preference of $25.00 per share (“Preferred Shares”) in a registered public offering (the “Offering”), at a price to the public of $25.00 per share (the “Offering Price”). In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 600,000 Preferred Shares at the Offering Price less the underwriting discount. The Preferred Shares are being sold pursuant to a prospectus supplement, dated November 22, 2019, and related prospectus, dated February 24, 2017, relating to the Company’s automatic shelf registration statement on Form S-3 (File No. 333- 216247), each filed with the Securities and Exchange Commission.
The Company expects to use the net proceeds from the Offering for general corporate purposes, including the funding of future acquisitions and investments.
The Company has agreed to indemnify the Underwriters against certain liabilities, including certain liabilities under the Securities Act of 1933, as amended. If the Company is unable to provide the required indemnification, the Company has agreed to contribute to payments the Underwriters may be required to make in respect of those liabilities. In addition, the Underwriting Agreement contains customary representations, warranties and agreements of the Company, and customary conditions to closing. The offering is expected to close on November 27, 2019, in accordance with the terms and subject to the conditions stated in the Underwriting Agreement.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Certain of the Underwriters and their affiliates have in the past provided, are currently providing and may in the future from time to time provide, investment banking and other financing, trading, banking, research, transfer agent and trustee services to the Company, its subsidiaries and its affiliates, for which they have in the past received, and may currently or in the future receive, fees and expenses. Certain affiliates of the Underwriters are lenders and serve other roles under the credit agreement, dated as of June 16, 2017, among the Company, certain lenders and issuing banks and JPMorgan Chase Bank, N.A., as administrative agent, as amended as of August 2, 2018, as further amended as of February 8, 2019 and as further amended as of August 6, 2019, and receive fees in connection with such roles. Additionally, certain of the Underwriters and their affiliates may sell assets to the Company from time to time.
Upon the successful completion of the Offering, the Company will pay and issue to FIG LLC (the “Manager”) options to purchase the Company’s common shares in an amount equal to 10% of the gross capital raised in the Offering, divided by the fair market value of a common share of the Company as of the date of issuance. The options will have an exercise price equal to the fair market value of a common share of the Company as of the date of issuance. The options will be fully vested as of the date of grant, become exercisable as to 1/30 of the shares to which they are subject on the first day of each of the 30 calendar months following the first month after the date of the grant and expire on the tenth anniversary of the date of grant.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Index
| Exhibit Number | | Description |
| | | |
| | Underwriting Agreement, dated November 22, 2019, among Fortress Transportation and Infrastructure Investors LLC and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, UBS Securities LLC, Stifel, Nicolaus & Company, Incorporated, Raymond James & Associates, Inc., B. Riley FBR, Inc., BTIG, LLC and The Oak Ridge Financial Services Group, Inc. |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| | | |
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, 2018, as supplemented by the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019.
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: November 25, 2019
