Fortress Transportation and Infrastructure Investors LLC Prices Its Public Offering of Common Shares

Rhea-AI Summary

Fortress Transportation and Infrastructure Investors announced a public offering of 12 million common shares at $25.50 each, aiming for gross proceeds of approximately $306 million. The offering will close on September 14, 2021, pending customary conditions. The proceeds are intended to repay part of the senior unsecured bridge term loans used for the acquisition of Transtar, LLC. Barclays, Morgan Stanley, and Citigroup are the joint book-running managers for the offering. This release emphasizes the company's strategic focus on enhancing its financial position and long-term asset value.

Positive

• Gross proceeds of approximately $306 million will strengthen the company's financial position.
• Proceeds will be used to repay a portion of senior unsecured bridge term loans, improving debt management.
• The public offering is expected to enhance long-term asset value post-acquisition of Transtar, LLC.

Negative

• The dilution of existing shares may concern current shareholders due to the public offering.

NEW YORK, Sept. 09, 2021 (GLOBE NEWSWIRE) -- Fortress Transportation and Infrastructure Investors LLC (NYSE:FTAI) (the "Company") announced today that it has priced its previously announced registered underwritten public offering of 12,000,000 of its common shares, representing limited liability company interests (the "Common Shares"), at a public offering price of $25.50 per share for gross proceeds of approximately $306 million. The offering is expected to close on September 14, 2021, subject to customary closing conditions. In connection with the offering, the underwriters have been granted a 30-day option to purchase up to 1,800,000 additional Common Shares.

The Company intends to use the net proceeds from this offering to repay a portion of the amounts outstanding under the senior unsecured bridge term loans that were obtained to finance and pay certain fees and expenses related to the Company’s purchase on July 28, 2021 of 100% of the equity interests in Transtar, LLC, which was a wholly-owned short-line railroad subsidiary of United States Steel Corporation.

Barclays, Morgan Stanley and Citigroup are acting as joint book-running managers for the proposed offering.

The offering is being made pursuant to the Company's effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission ("SEC"). The offering will be made only by means of a prospectus and a related prospectus supplement. Prospective investors should read the prospectus supplement and the prospectus in that registration statement and other documents the Company has filed or will file with the SEC for more complete information about the Company and the offering. You may obtain these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, copies of the prospectus and prospectus supplement may be obtained from Barclays, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Telephone: 800-603-5847; Email: Barclaysprospectus@broadridge.com); Morgan Stanley, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department; or Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Telephone: 800-831-9146).

This press release 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.

About Fortress Transportation and Infrastructure Investors LLC

Fortress Transportation and Infrastructure Investors LLC owns and acquires high quality infrastructure and equipment that is essential for the transportation of goods and people globally. FTAI targets assets that, on a combined basis, generate strong and stable cash flows with the potential for earnings growth and asset appreciation. FTAI is externally managed by an affiliate of Fortress Investment Group LLC, a leading, diversified global investment firm.

Cautionary Language Regarding Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to 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 press release 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, 2020 and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2021 and June 30, 2021, as updated by annual, quarterly and other reports the Company files with the SEC.

For further information, please contact:

Alan Andreini
Investor Relations
Fortress Transportation and Infrastructure Investors LLC
(212) 798-6128
aandreini@fortress.com

FAQ

What are the details of Fortress Transportation's offering of common shares?

Fortress Transportation is offering 12 million common shares at $25.50 each, targeting gross proceeds of approximately $306 million.

What is the purpose of the proceeds from the offering by FTAI?

The proceeds will be used to repay a portion of the senior unsecured bridge term loans obtained for the acquisition of Transtar, LLC.

When is the closing date for the common shares offering by Fortress Transportation?

The offering is expected to close on September 14, 2021, subject to customary closing conditions.

Who are the underwriters for the Fortress Transportation offering?

Barclays, Morgan Stanley, and Citigroup are acting as joint book-running managers for the offering.

How might the offering impact existing shareholders of FTAI?

Existing shareholders may experience stock dilution due to the issuance of new shares in the public offering.