Business Context and Reporting Period
Company: Fortress Transportation and Infrastructure Investors LLC (FTAI)
Filing Type: Form 8-K (Current Report)
Date of Report: September 5, 2019
Event: Entry into a Material Definitive Agreement (Underwriting Agreement) for a registered public offering of preferred shares.
Key Financial Metrics and Transaction Details
This filing details a capital raise rather than reporting operational financial results (revenue, profit, or cash flow) for a specific period.
- Security Issued: 8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares.
- Shares Offered: 3,000,000 shares.
- Offering Price: $25.00 per share.
- Liquidation Preference: $25.00 per share.
- Over-Allotment Option: Underwriters granted a 30-day option to purchase up to an additional 450,000 shares.
- Underwriters: Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, UBS Securities LLC, and Stifel, Nicolaus & Company, Incorporated.
- Expected Closing Date: September 12, 2019.
Material Changes and Use of Proceeds
The filing does not report material changes to historical financial performance metrics. The primary material change is the execution of the underwriting agreement to raise capital.
Use of Proceeds: The Company expects to use the net proceeds for general corporate purposes, including the funding of future acquisitions and investments.
Guidance, Outlook, and Risks
Management Commentary: The filing includes standard forward-looking statements regarding the consummation of the offering and the anticipated use of proceeds. These statements are based on current beliefs and assumptions.
Risks and Contingencies:
- Actual results may differ materially from forward-looking statements due to risks and uncertainties.
- Investors are directed to the "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
- The offering is subject to customary conditions to closing.
Unusual Items: The filing notes that certain underwriters and their affiliates have existing relationships with the Company, including roles as lenders under a credit agreement and providers of investment banking services.
Investor Verification Checklist
- Verify the final closing date of the offering (expected September 12, 2019) and whether the over-allotment option was exercised.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific terms, covenants, and redemption rights.
- Confirm the actual net proceeds received after underwriting discounts and expenses.
- Monitor subsequent filings for the specific allocation of proceeds toward acquisitions or investments.
- Review the referenced 2018 Form 10-K and Q2 2019 Form 10-Q for detailed risk factors and current liquidity positions.