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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Fortress Transportation and Infrastructure Investors LLC | NYSE:FTAI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 24.10 | 0 | 01:00:00 |
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Per Share
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Total(1)
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Public Offering Price
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$
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$
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Underwriting Discount(2)
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$
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$
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Proceeds Before Expenses to Us
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$
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$
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(1)
|
Assumes no exercise of the underwriters’ option to purchase additional shares, as described below.
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(2)
|
The underwriting discount will be $ per share. We refer you to “Underwriting” beginning on page S-30 of this prospectus supplement for additional information regarding underwriting compensation.
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Barclays
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Morgan Stanley
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Citigroup
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•
|
references to “Bridge Loans” refer to the senior unsecured bridge term loans in the aggregate principal amount of $650.0 million that we borrowed pursuant to that certain credit agreement, dated as of July 28, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, certain lenders from time to time party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, to fund, together with cash on hand, the acquisition of Transtar and pay certain fees and expenses in connection therewith;
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•
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references to “fiscal year” refer to the year ending or ended December 31. For example, “fiscal year 2020” means the period from January 1, 2020 to December 31, 2020;
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•
|
references to “Fortress” refer to Fortress Investment Group LLC;
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•
|
references to “FTAI,” “the Company,” “we,” “us,” “our” and similar references refer to Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company, and its consolidated subsidiaries, including Fortress Worldwide Transportation and Infrastructure General Partnership (“Holdco”);
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•
|
references to “GAAP” refer to the accounting principles generally accepted in the United States of America;
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•
|
references to “General Partner” refer to Fortress Transportation and Infrastructure Master GP LLC, the general partner of Holdco pursuant to the Fourth Amended and Restated Partnership Agreement of Holdco, dated as of May 20, 2015 (the “Partnership Agreement”), as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which is incorporated by reference in this prospectus supplement and the accompanying prospectus;
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•
|
references to “Incentive Plan” refer to the Fortress Transportation and Infrastructure Investors Nonqualified Stock Option and Incentive Award Plan, as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which is incorporated by reference in this prospectus supplement and the accompanying prospectus;
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•
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references to the “IRS” refer to the Internal Revenue Service;
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•
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references to our “Management Agreement” refer to the Management and Advisory Agreement, dated as of May 20, 2015, among the Company, our Manager and the General Partner, as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which is incorporated by reference in this prospectus supplement and the accompanying prospectus;
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•
|
references to our “Manager” refer to FIG LLC, our Manager and an affiliate of Fortress;
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•
|
references to “Revolving Credit Facility” refer to the $250.0 million revolving credit facility provided under the credit agreement, dated as of June 16, 2017, among FTAI, 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, as further amended as of August 6, 2019 and as further amended as of May 11, 2020;
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•
|
references to the “SEC” refer to the Securities and Exchange Commission;
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•
|
references to “SoftBank” refer to SoftBank Group Corp.;
|
•
|
references to “Transtar” refer to Transtar, LLC, which was a wholly-owned short-line railroad subsidiary of United States Steel Corporation (“U.S. Steel”), that we acquired on July 28, 2021 pursuant to the Transtar Purchase Agreement (as defined below);
|
•
|
references to the “Transtar Transactions” refer, collectively, to the Transtar acquisition and the funding of the Bridge Loans in connection therewith.
|
•
|
references to the “Transtar acquisition” refer to the acquisition by Percy Acquisition LLC (“Percy”), an indirect subsidiary of the Company, of 100% of the equity interests in Transtar from U.S. Steel for a cash purchase price of $640.0 million, subject to certain customary adjustments set forth in the Transtar Purchase Agreement; and
|
•
|
references to the “Transtar Purchase Agreement” refer to that certain Membership Interest Purchase Agreement, dated as of June 7, 2021, by and between Percy and U.S. Steel, pursuant to which, on July 28, 2021, Percy acquired 100% of the equity interests of Transtar, which was a wholly-owned short-line railroad subsidiary of U.S. Steel, for a cash purchase price of $640.0 million, subject to customary adjustments set forth therein.
|
•
|
our ability to successfully integrate the operations of Transtar and achieve the intended results relating to the Transtar acquisition;
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•
|
any plans to potentially separate the Company into aerospace and infrastructure companies;
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•
|
changes in economic conditions generally and specifically in our industry sectors, and other risks relating to the global economy, including, but not limited to, the ongoing COVID-19 pandemic and other public health crises, and any related responses or actions by businesses and governments;
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•
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reductions in cash flows received from our assets, as well as contractual limitations on the use of our aviation assets to secure debt for borrowed money;
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•
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our ability to take advantage of acquisition opportunities at favorable prices;
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•
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a lack of liquidity surrounding our assets, which could impede our ability to vary our portfolio in an appropriate manner;
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•
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the relative spreads between the yield on the assets we acquire and the cost of financing;
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•
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adverse changes in the financing markets we access affecting our ability to finance our acquisitions;
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•
|
customer defaults on their obligations;
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•
|
our ability to renew existing contracts and enter into new contracts with existing or potential customers;
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•
|
the availability and cost of capital for future acquisitions;
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•
|
concentration of a particular type of asset, in a particular sector or with respect to a particular customer, including Transtar’s dependence on U.S. Steel as its primary customer;
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•
|
competition in the industries in which we operate, particularly within the aviation, energy and intermodal transport and rail sectors;
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•
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the competitive market for acquisition opportunities;
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•
|
risks related to operating through joint ventures, partnerships, consortium arrangements or other collaborations with third parties;
|
•
|
our ability to successfully integrate acquired businesses;
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•
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obsolescence of our assets or our ability to sell, re-lease or re-charter our assets;
|
•
|
exposure to uninsurable losses and force majeure events;
|
•
|
infrastructure operations and maintenance may require substantial capital expenditures;
|
•
|
the legislative/regulatory environment and exposure to increased economic regulation;
|
•
|
exposure to the oil and gas industry’s volatile oil and gas prices;
|
•
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difficulties in obtaining effective legal redress in jurisdictions in which we operate with less developed legal systems;
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•
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our ability to maintain our exemption from registration under the Investment Company Act of 1940 and the fact that maintaining such exemption imposes limits on our operations;
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•
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our ability to successfully utilize leverage in connection with our investments;
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•
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foreign currency risk and risk management activities;
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•
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effectiveness of our internal control over financial reporting;
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•
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exposure to environmental risks, including natural disasters, increasing environmental legislation and the broader impacts of climate change;
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•
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changes in interest rates and/or credit spreads, as well as the success of any hedging strategy we may undertake in relation to such changes;
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•
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actions taken by national, state, or provincial governments, including nationalization, or the imposition of new taxes, could materially impact the financial performance or value of our assets;
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•
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our dependence on our Manager and its professionals and actual, potential or perceived conflicts of interest in our relationship with our Manager;
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•
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effects of the merger of Fortress with affiliates of SoftBank;
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•
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volatility in the market price of our shares;
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•
|
the inability to pay dividends to our shareholders in the future; and
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•
|
other risks described in the “Risk Factors” section of this prospectus supplement.
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(1)
|
The number of our common shares to be outstanding immediately after this offering is based on 85,641,314 of our common shares outstanding as of July 26, 2021 and excludes:
|
(i)
|
options relating to an aggregate of 25,000 of our common shares held by our directors; and
|
(ii)
|
an option relating to 1,200,000 common shares (or 1,380,000 common shares if the underwriters exercise their option to purchase additional common shares in full) at an exercise price per share equal to the public offering price, representing 10% of the number of common shares being offered hereby, that has been approved by the compensation committee of our board of directors to be granted pursuant to and in accordance with the terms of the Management Agreement and the Incentive Plan to our Manager upon the closing of this offering. The option will be fully vested as of the date of grant, become exercisable as to 1/30th of the common shares to which the option is subject on the first day of each of the 30 calendar months following the first full calendar month after the date of grant and expire on the tenth anniversary of the date of grant. See “Risk Factors—Risks Related to Our Common Shares—Your percentage ownership in us may be diluted in the future.”
|
|
| |
Six Months Ended June 30,
|
| |
Year Ended December 31,
|
|||||||||
(dollars in thousands)
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
Statement of Operations Data:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Equipment leasing revenues
|
| |
$138,178
|
| |
$166,283
|
| |
$297,934
|
| |
$349,322
|
| |
$253,039
|
Infrastructure revenues
|
| |
35,886
|
| |
40,866
|
| |
68,562
|
| |
229,452
|
| |
89,073
|
Total revenues
|
| |
174,064
|
| |
207,149
|
| |
366,496
|
| |
578,774
|
| |
342,112
|
Total expenses
|
| |
242,821
|
| |
222,492
|
| |
460,642
|
| |
631,493
|
| |
367,143
|
Other (expense) income:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Equity in losses of unconsolidated entities
|
| |
(5,778)
|
| |
(2,944)
|
| |
(5,039)
|
| |
(2,375)
|
| |
(1,008)
|
Gain (loss) on sale of assets, net
|
| |
4,798
|
| |
(1,051)
|
| |
(308)
|
| |
203,250
|
| |
3,911
|
Loss on extinguishment of debt
|
| |
(3,254)
|
| |
(4,724)
|
| |
(11,667)
|
| |
—
|
| |
—
|
Interest income
|
| |
739
|
| |
63
|
| |
162
|
| |
531
|
| |
488
|
Other (expense) income
|
| |
(703)
|
| |
32
|
| |
70
|
| |
3,445
|
| |
3,983
|
Total other (expense) income
|
| |
(4,198)
|
| |
(8,624)
|
| |
(16,782)
|
| |
204,851
|
| |
7,374
|
(Loss) income from continuing operations before income taxes
|
| |
(72,955)
|
| |
(23,967)
|
| |
(110,928)
|
| |
152,132
|
| |
(17,657)
|
(Benefit from) provision for income taxes
|
| |
(1,471)
|
| |
(3,848)
|
| |
(5,905)
|
| |
17,810
|
| |
2,449
|
Net (loss) income from continuing operations
|
| |
(71,484)
|
| |
(20,119)
|
| |
(105,023)
|
| |
134,322
|
| |
(20,106)
|
Net income from discontinued operations, net of income taxes
|
| |
—
|
| |
1,331
|
| |
1,331
|
| |
73,462
|
| |
4,402
|
Net (loss) income
|
| |
$(71,484)
|
| |
$(18,788)
|
| |
$(103,692)
|
| |
$207,784
|
| |
$(15,704)
|
Less: Net (loss) income attributable to non-controlling interest in consolidated subsidiaries:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Continuing operations
|
| |
(11,586)
|
| |
(8,848)
|
| |
(16,522)
|
| |
(17,571)
|
| |
(21,925)
|
Discontinued operations
|
| |
—
|
| |
—
|
| |
—
|
| |
247
|
| |
339
|
Less: Dividends on preferred shares
|
| |
11,176
|
| |
8,618
|
| |
17,869
|
| |
1,838
|
| |
—
|
Net (loss) income attributable to shareholders
|
| |
$(71,074)
|
| |
$(18,558)
|
| |
$(105,039)
|
| |
$223,270
|
| |
$5,882
|
Cash Flow Data:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net cash (used in) provided by operating activities
|
| |
$(63,924)
|
| |
$44,652
|
| |
$63,106
|
| |
$151,043
|
| |
$133,697
|
Net cash used in investing activities
|
| |
$(204,209)
|
| |
$(298,122)
|
| |
$(509,123)
|
| |
$(495,236)
|
| |
$(703,533)
|
Net cash provided by financing activities
|
| |
$249,960
|
| |
$111,001
|
| |
$364,918
|
| |
$465,873
|
| |
$597,867
|
Other Financial Data:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Adjusted EBITDA (non-GAAP)(a)(b)
|
| |
$115,108
|
| |
$138,467
|
| |
$243,306
|
| |
$503,408
|
| |
$215,872
|
|
| |
As of June 30,
|
| |
As of December 31,
|
|||
(dollars in thousands)
|
| |
2021
|
| |
2020
|
| |
2019
|
Balance Sheet Data:
|
| |
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$105,244
|
| |
$121,703
|
| |
$226,512
|
Restricted cash
|
| |
38,001
|
| |
39,715
|
| |
16,005
|
Accounts receivable, net
|
| |
175,827
|
| |
91,691
|
| |
49,470
|
Leasing equipment, net
|
| |
1,656,702
|
| |
1,635,259
|
| |
1,707,059
|
Operating lease right-of-use assets, net
|
| |
64,541
|
| |
62,355
|
| |
37,466
|
Finance leases, net
|
| |
13,124
|
| |
6,927
|
| |
8,315
|
Property, plant, and equipment, net
|
| |
1,014,390
|
| |
964,363
|
| |
732,109
|
Other assets
|
| |
486,117
|
| |
465,964
|
| |
459,986
|
Total assets
|
| |
$3,553,946
|
| |
$3,387,977
|
| |
$3,236,922
|
Debt, net
|
| |
2,127,086
|
| |
1,904,762
|
| |
1,420,928
|
Other liabilities
|
| |
385,847
|
| |
383,894
|
| |
477,137
|
Total liabilities
|
| |
$2,512,933
|
| |
$2,288,656
|
| |
$1,898,065
|
Total equity
|
| |
$1,041,013
|
| |
$1,099,321
|
| |
$1,338,857
|
(a)
|
Adjusted EBITDA is a measurement of financial performance that is not prepared and presented in accordance with GAAP. While we believe that the presentation of this non-GAAP measure will enhance an investor’s understanding of our operating performance, the use of this non-GAAP measure as an analytical tool has limitations and you should not consider it in isolation, or as a substitute for an analysis of our results of operations as reported in accordance with GAAP. Adjusted EBITDA should not be considered as an alternative to comparable GAAP measures of profitability and may not be comparable with the measures as defined by other companies.
|
(b)
|
We define Adjusted EBITDA as net income (loss) attributable to shareholders from continuing operations, adjusted (i) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, losses on the modification or extinguishment of debt and capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, and interest expense, (ii) to include the impact of our pro-rata share of Adjusted EBITDA from unconsolidated entities and (iii) to exclude the impact of equity in earnings (losses) of unconsolidated entities and the non-controlling share of Adjusted EBITDA. We believe that net income (loss) attributable to shareholders from continuing operations, as defined by GAAP, is the most appropriate earnings measurement with which to reconcile Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to shareholders from continuing operations as determined in accordance with GAAP. The table below reconciles Adjusted EBITDA to net income (loss) attributable to shareholders from continuing operations.
|
|
| |
Six Months Ended June 30,
|
| |
Year Ended December 31,
|
|||||||||
(dollars in thousands)
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
Net (loss) income attributable to shareholders from continuing operations
|
| |
$(71,074)
|
| |
$(19,889)
|
| |
$(106,370)
|
| |
$150,055
|
| |
$1,819
|
Add: (Benefit from) provision for income taxes
|
| |
(1,471)
|
| |
(3,848)
|
| |
(5,905)
|
| |
17,810
|
| |
2,449
|
Add: Equity-based compensation expense
|
| |
2,553
|
| |
702
|
| |
2,325
|
| |
1,509
|
| |
717
|
Add: Acquisition and transaction expenses
|
| |
6,042
|
| |
6,855
|
| |
9,868
|
| |
17,623
|
| |
6,968
|
Add: Losses on the modification or extinguishment of debt and capital lease obligations
|
| |
3,254
|
| |
4,724
|
| |
11,667
|
| |
—
|
| |
—
|
Add: Changes in fair value of non-hedge derivative instruments
|
| |
(6,573)
|
| |
181
|
| |
181
|
| |
4,555
|
| |
(5,523)
|
Add: Asset impairment charges
|
| |
2,189
|
| |
10,476
|
| |
33,978
|
| |
4,726
|
| |
—
|
Add: Incentive allocations
|
| |
—
|
| |
—
|
| |
—
|
| |
21,231
|
| |
407
|
Add: Depreciation and amortization expense(1)
|
| |
106,811
|
| |
97,405
|
| |
202,746
|
| |
199,185
|
| |
160,567
|
Add: Interest expense
|
| |
70,494
|
| |
44,655
|
| |
98,206
|
| |
95,585
|
| |
56,845
|
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities(2)
|
| |
2,391
|
| |
(287)
|
| |
1,208
|
| |
(1,387)
|
| |
359
|
Less: Equity in losses of unconsolidated entities
|
| |
5,778
|
| |
2,944
|
| |
5,039
|
| |
2,375
|
| |
1,008
|
Less: Non-controlling share of Adjusted EBITDA(3)
|
| |
(5,286)
|
| |
(5,451)
|
| |
(9,637)
|
| |
(9,859)
|
| |
(9,744)
|
Adjusted EBITDA (non-GAAP)
|
| |
$115,108
|
| |
$138,467
|
| |
$243,306
|
| |
$503,408
|
| |
$215,872
|
(1)
|
Depreciation and amortization expense includes the following for the six months ended June 30, 2021 and 2020 and the fiscal years ended December 31, 2020, 2019 and 2018: (i) $91,906, $83,917, $172,400, $169,023 and $133,908 of depreciation and amortization expense, (ii) $1,950, $2,063, $3,747, $7,181 and $8,588 of lease intangible amortization and (iii) $12,955, $11,425, $26,599, $22,981 and $18,071 of amortization for lease incentives, respectively.
|
(2)
|
Pro-rata share of Adjusted EBITDA from unconsolidated entities includes the following items for the six months ended June 30, 2021 and 2020 and the fiscal years ended December 31, 2020, 2019 and 2018: (i) net loss of $(6,173), $(3,003), $(5,435), $(2,563) and $(1,196), (ii) interest expense of $527, $481, $1,138, $131 and $477, (iii) depreciation and amortization expense of $3,812, $2,408, $5,513, $1,045 and $1,078, (iv) acquisition and transaction expense of $0, $612, $581, $0 and $0, (v) changes in fair value of non-hedge derivative instruments of $4,201, $(785), $(589), $0 and $0 and (vi) asset impairment of $24, $0, $0, $0 and $0, respectively.
|
(3)
|
Non-controlling share of Adjusted EBITDA includes the following items for the six months ended June 30, 2021 and 2020 and the fiscal years ended December 31, 2020, 2019 and 2018: (i) equity based compensation of $490, $99, $374, $230 and $113, (ii) provision for income taxes of $26, $43, $59, $60 and $57, (iii) interest expense of $1,013, $1,231, $2,025, $3,400 and $4,624, (iv) depreciation and amortization expense of $3,983, $3,048, $6,149, $4,833 and $6,049 and (v) changes in fair value of non-hedge derivative instruments of $(226), $38, $38, $1,336, and $(1,099) and (vi) loss on extinguishment of debt of $0, $992, $992, $0 and $0, respectively.
|
(dollars in thousands)
|
| |
Six Months
Ended June 30,
2021
|
| |
Year Ended
December 31,
2020
|
Statement of Operations Data:
|
| |
|
| |
|
Revenues from affiliates
|
| |
$56,405
|
| |
$93,586
|
Revenue from unrelated parties
|
| |
12,867
|
| |
21,596
|
Total revenues
|
| |
69,272
|
| |
115,182
|
Total operating expenses
|
| |
38,453
|
| |
68,249
|
Operating income
|
| |
30,819
|
| |
46,933
|
Other income, net
|
| |
1,159
|
| |
627
|
Interest income from affiliate
|
| |
4,143
|
| |
11,511
|
Interest expense
|
| |
(76)
|
| |
(214)
|
Income before income taxes
|
| |
36,045
|
| |
58,857
|
Income tax expense
|
| |
9,132
|
| |
14,934
|
Net income
|
| |
$26,913
|
| |
$43,923
|
Cash Flow Data:
|
| |
|
| |
|
Net cash provided by operating activities
|
| |
$39,093
|
| |
$51,646
|
Net cash provided by (used by) investing activities
|
| |
$169,505
|
| |
$(66,562)
|
Net cash (used by) provided by financing activities
|
| |
$(208,913)
|
| |
$15,169
|
(dollars in thousands)
|
| |
As of June 30,
2021
|
| |
As of
December 31,
2020
|
Balance Sheet Data:
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$433
|
| |
$748
|
Investment in affiliate
|
| |
354,653
|
| |
525,117
|
Accounts receivable, net
|
| |
9,202
|
| |
11,656
|
Prepaids and other current assets
|
| |
2,768
|
| |
3,306
|
Due from affiliates
|
| |
11,491
|
| |
10,905
|
Total current assets
|
| |
378,547
|
| |
551,732
|
Property, plant, and equipment, net
|
| |
136,149
|
| |
137,943
|
Operating lease right of use assets
|
| |
11,722
|
| |
12,567
|
Other assets
|
| |
5,987
|
| |
5,710
|
Total assets
|
| |
$532,405
|
| |
$707,952
|
Current liabilities
|
| |
45,580
|
| |
45,015
|
Total non-current liabilities
|
| |
36,748
|
| |
37,092
|
Total liabilities
|
| |
82,328
|
| |
82,107
|
Total member’s equity
|
| |
450,077
|
| |
625,845
|
Total liabilities and member’s equity
|
| |
$532,405
|
| |
$707,952
|
•
|
application of the acquisition method of accounting in connection with the Transtar acquisition;
|
•
|
adjustments to reflect the Bridge Loans incurred to finance the Transtar acquisition; and
|
•
|
transaction costs incurred in connection with the Transtar acquisition.
|
|
| |
Pro Forma
|
|||
(dollars in thousands)
|
| |
Six Months
Ended June 30,
2021
|
| |
Year Ended
December 31,
2020
|
Statement of Operations Data:
|
| |
|
| |
|
Equipment leasing revenues
|
| |
$138,178
|
| |
$297,934
|
Infrastructure revenues
|
| |
105,158
|
| |
183,744
|
Total revenues
|
| |
243,336
|
| |
481,678
|
Total expenses
|
| |
317,541
|
| |
600,297
|
Other (expense) income:
|
| |
|
| |
|
Equity in losses of unconsolidated entities
|
| |
(5,778)
|
| |
(5,039)
|
Gain (loss) on sale of assets, net
|
| |
5,154
|
| |
(344)
|
Loss on extinguishment of debt
|
| |
(3,254)
|
| |
(11,667)
|
Interest income
|
| |
739
|
| |
162
|
Other income
|
| |
100
|
| |
733
|
Total other expense
|
| |
(3,039)
|
| |
(16,155)
|
Loss from continuing operations before income taxes
|
| |
(77,244)
|
| |
(134,774)
|
Benefit from income taxes
|
| |
(2,558)
|
| |
(12,154)
|
Net loss from continuing operations
|
| |
(74,686)
|
| |
(122,620)
|
Net income from discontinued operations, net of income taxes
|
| |
—
|
| |
1,331
|
Net loss
|
| |
$(74,686)
|
| |
$(121,289)
|
Less: Net loss attributable to non-controlling interest in consolidated subsidiaries:
|
| |
|
| |
|
Continuing operations
|
| |
(11,586)
|
| |
(16,522)
|
Less: Dividends on preferred shares
|
| |
11,176
|
| |
17,869
|
Net loss attributable to shareholders
|
| |
$(74,276)
|
| |
$(122,636)
|
|
| |
|
| |
|
|
| |
As of
June 30, 2021
|
| |
|
Balance Sheet Data:
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$99,619
|
| |
|
Restricted cash
|
| |
38,001
|
| |
|
Accounts receivable, net
|
| |
196,504
|
| |
|
Leasing equipment, net
|
| |
1,656,702
|
| |
|
Operating lease right-of-use assets, net
|
| |
76,240
|
| |
|
Finance leases, net
|
| |
15,489
|
| |
|
Property, plant, and equipment, net
|
| |
1,520,766
|
| |
|
Other assets
|
| |
686,936
|
| |
|
Total assets
|
| |
$4,290,257
|
| |
|
Debt, net
|
| |
2,759,411
|
| |
|
Other liabilities
|
| |
492,700
|
| |
|
Total liabilities
|
| |
$3,252,111
|
| |
|
Total equity
|
| |
$1,038,146
|
| |
|
(dollars in thousands)(1)
|
| |
Six Months
Ended
June 30, 2021
|
| |
Year Ended
December 31,
2020
|
Net loss attributable to shareholders from continuing operations
|
| |
$(74,276)
|
| |
$(123,967)
|
Add: Benefit from for income taxes
|
| |
(2,558)
|
| |
(12,154)
|
Add: Equity-based compensation expense
|
| |
2,553
|
| |
2,325
|
Add: Acquisition and transaction expenses
|
| |
6,233
|
| |
13,520
|
Add: Losses on the modification or extinguishment of debt and capital lease obligations
|
| |
3,254
|
| |
11,667
|
Add: Changes in fair value of non-hedge derivative instruments
|
| |
(6,573)
|
| |
181
|
Add: Asset impairment charges
|
| |
2,189
|
| |
33,978
|
Add: Incentive allocations
|
| |
—
|
| |
—
|
Add: Depreciation and amortization expense(2)
|
| |
117,682
|
| |
224,661
|
Add: Interest expense
|
| |
100,802
|
| |
154,390
|
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities(3)
|
| |
2,391
|
| |
1,208
|
Less: Equity in losses of unconsolidated entities
|
| |
5,778
|
| |
5,039
|
Less: Non-controlling share of Adjusted EBITDA(4)
|
| |
(5,286)
|
| |
(9,637)
|
Pro Forma Adjusted EBITDA (non-GAAP)
|
| |
$152,189
|
| |
$301,211
|
(1)
|
Pro forma amounts give effect to the Transtar Transactions in the manner described under “Summary Historical and Pro Forma Financial Information—Summary Unaudited Pro Forma Condensed Combined Financial Information” and in gives effect to the Transtar Transactions in the manner described in the unaudited pro forma condensed combined financial information contained in our Current Report on Form 8-K/A filed with the SEC on September 8, 2021, which is incorporated by reference in this prospectus supplement.
|
(2)
|
Depreciation and amortization expense includes the following for the six months ended June 30, 2021 and the fiscal year ended December 31, 2020: (i) depreciation and amortization expense of $102,777 and $194,315, (ii) lease intangible amortization of $1,950 and $3,747 and (iii) amortization for lease incentives of $12,955 and $26,599, respectively.
|
(3)
|
Pro-rata share of Adjusted EBITDA from unconsolidated entities includes the following items for the six months ended June 30, 2021 and the fiscal year ended December 31, 2020: (i) net loss of $(6,173) and $(5,435), (ii) interest expense of $527 and $1,138, (iii) depreciation and amortization expense of $3,812 and $5,513, (iv) acquisition and transaction expense of $0 and $581, (v) changes in fair value of non-hedge derivative instruments of $4,201 and $(589) and (vi) asset impairment of $24 and $0, respectively.
|
(4)
|
Non-controlling share of Adjusted EBITDA includes the following items for the six months ended June 30, 2021 and the fiscal year ended December 31, 2020: (i) equity based compensation of $490 and $374, (ii) provision for income taxes of $26 and $59, (iii) interest expense of $1,013 and $2,025, (iv) depreciation and amortization expense of $3,983 and $6,149, (v) changes in fair value of non-hedge derivative instruments of $(226) and $38 and (vi) loss on extinguishment of debt of $0 and $992, respectively.
|
•
|
failure to successfully integrate Transtar in a manner that permits us to realize the anticipated benefits of the acquisition;
|
•
|
difficulties and delays integrating Transtar’s personnel, operations and systems and retaining key employees;
|
•
|
higher than anticipated costs incurred in connection with the integration of the business and operations of Transtar;
|
•
|
challenges in operating and managing rail lines across geographically disparate regions;
|
•
|
disruptions to our ongoing business and diversions of our management’s attention caused by transition or integration activities involving Transtar;
|
•
|
challenges with implementing adequate and appropriate controls, procedures and policies in Transtar’s business;
|
•
|
Transtar’s dependence on U.S. Steel as its primary customer;
|
•
|
difficulties expanding our customer base;
|
•
|
difficulties arising from Transtar’s dependence on U.S. Steel to provide a variety of necessary transition services to Transtar and any failure by U.S. Steel to adequately provide such services;
|
•
|
assumption of pre-existing contractual relationships of Transtar that we may not have otherwise entered into, the termination or modification of which may be costly or disruptive to our business;
|
•
|
incurring debt to finance the Transtar acquisition, which increased our debt service requirements, expense and leverage;
|
•
|
any potential litigation arising from the Transtar acquisition and related transactions; and
|
•
|
other risks described in Part II, Item 1A. “Risk Factors” of our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, which is incorporated by reference into this prospectus supplement.
|
•
|
a shift in our investor base;
|
•
|
our quarterly or annual earnings, or those of other comparable companies;
|
•
|
actual or anticipated fluctuations in our operating results;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
announcements by us or our competitors of significant investments, acquisitions or dispositions;
|
•
|
the failure of securities analysts to cover our common shares;
|
•
|
changes in earnings estimates by securities analysts or our ability to meet those estimates;
|
•
|
the operating and share price performance of other comparable companies;
|
•
|
additional issuances of preferred shares;
|
•
|
whether we declare distributions on our preferred shares;
|
•
|
overall market fluctuations;
|
•
|
general economic conditions; and
|
•
|
developments in the markets and market sectors in which we participate.
|
|
| |
As of June 30, 2021
|
||||||
(dollars in thousands)
|
| |
Actual
(unaudited)
|
| |
As Adjusted
(unaudited)
|
| |
As Further
Adjusted(1)
(unaudited)
|
Cash and cash equivalents(2)
|
| |
$105,244
|
| |
$105,244
|
| |
$
|
Debt
|
| |
|
| |
|
| |
|
Bridge Loans
|
| |
—
|
| |
650,000
|
| |
|
Other long-term debt(3)
|
| |
2,167,520
|
| |
2,167,520
|
| |
2,592,520(4)
|
Less: Debt issuance costs
|
| |
(40,434)
|
| |
(58,109)
|
| |
|
Total debt, net
|
| |
$2,127,086
|
| |
$2,759,411
|
| |
$
|
Total equity
|
| |
$1,041,013
|
| |
$1,041,013
|
| |
$
|
Total capitalization
|
| |
$3,168,099
|
| |
$3,800,424
|
| |
$
|
(1)
|
Does not give effect to any exercise of the option to be granted to our Manager upon the closing of this offering described in this prospectus supplement under the caption “The Offering.” See “Risk Factors—Risks Related to Our Common Shares—Your percentage ownership in us may be diluted in the future.”
|
(2)
|
Cash equivalents includes all highly liquid short-term investments with a maturity of 90 days or less when purchased.
|
(3)
|
For more information regarding our indebtedness, please see Note 9, Debt, Net to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and Note 9, Debt, Net to our consolidated financial statements included our 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 and documents we file with the SEC, which are incorporated by reference in this prospectus supplement and the accompanying prospectus. See “Where You Can Find More Information.”
|
(4)
|
As further adjusted, other long-term debt includes $425.0 million aggregate principal amount outstanding under the Jefferson Terminal Series 2021 Bonds, which were issued on August 18, 2021. For more information, see “Prospectus Supplement Summary—Recent Developments—Jefferson Terminal Series 2021 Bonds.”
|
Underwriters
|
| |
Number of Shares
|
Barclays Capital Inc.
|
| |
|
Morgan Stanley & Co. LLC
|
| |
|
Citigroup Global Markets Inc.
|
| |
|
Total
|
| |
12,000,000
|
|
| |
No Exercise
|
| |
Full Exercise
|
Per share
|
| |
$
|
| |
$
|
Total
|
| |
$
|
| |
$
|
•
|
FTAI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 26, 2021;
|
•
|
the portions of FTAI’s Definitive Proxy Statement on Schedule 14A for its 2021 Annual Meeting of Stockholders, filed with the SEC on April 16, 2021, which is incorporated by reference into FTAI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
|
•
|
FTAI’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on April 30, 2021;
|
•
|
FTAI’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the SEC on July 29, 2201; and
|
•
|
FTAI’s Current Reports on Form 8-K, filed with the SEC on February 9, 2021, March 19, 2021, March 25, 2021, April 7, 2021, April 7, 2021, April 12, 2021, June 3, 2021, June 8, 2021, July 29, 2021, August 4, 2021 and September 8, 2021.
|
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |
•
|
Annual Report on Form 10-K for the year ended December 31, 2019;
|
•
|
Current Reports on Form 8-K filed on January 6, 2020 and January 30, 2020;
|
•
|
the portions of our Definitive Proxy Statement on Schedule 14A for our 2019 Annual Meeting of Shareholders, filed on April 9, 2019, which are incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2018;
|
•
|
the description of our Common Shares set forth in our Registration Statement on Form 8-A, filed on May 11, 2015, including any amendment or report filed for the purpose of updating such description;
|
•
|
the description of our Series A Preferred Shares included in our Registration Statement on Form 8-A, filed on September 12, 2019, including any amendment or report filed for the purpose of updating such description; and
|
•
|
the description of our Series B Preferred Shares included in our Registration Statement on Form 8-A, filed on November 27, 2019, including any amendment or report filed for the purpose of updating such description.
|
•
|
changes in economic conditions generally and specifically in our industry sectors, and other risks relating to the global economy;
|
•
|
reductions in cash flows received from our assets, as well as contractual limitations on the use of our aviation assets to secure debt for borrowed money;
|
•
|
our ability to take advantage of acquisition opportunities at favorable prices;
|
•
|
a lack of liquidity surrounding our assets, which could impede our ability to vary our portfolio in an appropriate manner;
|
•
|
the relative spreads between the yield on the assets we acquire and the cost of financing;
|
•
|
adverse changes in the financing markets we access affecting our ability to finance our acquisitions;
|
•
|
customer defaults on their obligations;
|
•
|
our ability to renew existing contracts and enter into new contracts with existing or potential customers;
|
•
|
the availability and cost of capital for future acquisitions;
|
•
|
concentration of a particular type of asset or in a particular sector;
|
•
|
competition within the aviation, energy and intermodal transport sectors;
|
•
|
the competitive market for acquisition opportunities;
|
•
|
risks related to operating through joint ventures or partnerships or through consortium arrangements;
|
•
|
obsolescence of our assets or our ability to sell, re-lease or re-charter our assets;
|
•
|
exposure to uninsurable losses and force majeure events;
|
•
|
infrastructure operations may require substantial capital expenditures;
|
•
|
the legislative/regulatory environment and exposure to increased economic regulation;
|
•
|
exposure to the oil and gas industry’s volatile oil and gas prices;
|
•
|
difficulties in obtaining effective legal redress in jurisdictions in which we operate with less developed legal systems;
|
•
|
our ability to maintain our exemption from registration under the Investment Company Act of 1940 and the fact that maintaining such exemption imposes limits on our operations;
|
•
|
our ability to successfully utilize leverage in connection with our investments;
|
•
|
foreign currency risk and risk management activities;
|
•
|
effectiveness of our internal control over financial reporting;
|
•
|
exposure to environmental risks, including increasing environmental legislation and the broader impacts of climate change;
|
•
|
changes in interest rates and/or credit spreads, as well as the success of any hedging strategy we may undertake in relation to such changes;
|
•
|
actions taken by national, state, or provincial governments, including nationalization, or the imposition of new taxes, could materially impact the financial performance or value of our assets;
|
•
|
our dependence on our Manager and its professionals and actual, potential or perceived conflicts of interest in our relationship with our Manager;
|
•
|
effects of the merger of Fortress Investment Group LLC (“Fortress”) with affiliates of SoftBank Group Corp. (“SoftBank”);
|
•
|
volatility in the market price of our shares; and
|
•
|
the inability to pay dividends to our shareholders in the future.
|
•
|
the title and aggregate principal amount of the debt securities and any limit on the aggregate principal amount;
|
•
|
whether the debt securities will be senior, subordinated or junior subordinated;
|
•
|
any applicable subordination provisions for any subordinated debt securities;
|
•
|
the maturity date(s) or method for determining same;
|
•
|
the interest rate(s) or the method for determining same;
|
•
|
the dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable and whether interest shall be payable in cash or additional securities;
|
•
|
whether the debt securities are convertible or exchangeable into other securities and any related terms and conditions;
|
•
|
redemption or early repayment provisions;
|
•
|
authorized denominations;
|
•
|
if other than the principal amount, the principal amount of debt securities payable upon acceleration;
|
•
|
place(s) where payment of principal and interest may be made, where debt securities may be presented and where notices or demands upon the company may be made;
|
•
|
whether such debt securities will be issued in whole or in part in the form of one or more global securities and the date as which the securities are dated if other than the date of original issuance;
|
•
|
amount of discount or premium, if any, with which such debt securities will be issued;
|
•
|
any covenants applicable to the particular debt securities being issued;
|
•
|
any additions or changes in the defaults and events of default applicable to the particular debt securities being issued;
|
•
|
the guarantors of each series, if any, and the extent of the guarantees (including provisions relating to seniority, subordination and release of the guarantees), if any;
|
•
|
the currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, such debt securities will be payable;
|
•
|
the time period within which, the manner in which and the terms and conditions upon which the holders of the debt securities or the company can select the payment currency;
|
•
|
our obligation or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision;
|
•
|
any restriction or conditions on the transferability of the debt securities;
|
•
|
provisions granting special rights to holders of the debt securities upon occurrence of specified events;
|
•
|
additions or changes relating to compensation or reimbursement of the trustee of the series of debt securities;
|
•
|
additions or changes to the provisions for the defeasance of the debt securities or to provisions related to satisfaction and discharge of the indenture;
|
•
|
provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture and the execution of supplemental indentures for such series; and
|
•
|
any other terms of the debt securities (which terms shall not be inconsistent with the provisions of the TIA, but may modify, amend, supplement or delete any of the terms of the indenture with respect to such debt securities).
|
•
|
2,000,000,000 common shares; and
|
•
|
200,000,000 preferred shares.
|
•
|
restricting dividends in respect of our common shares;
|
•
|
diluting the voting power of our common shares or providing that holders of preferred shares have the right to vote on matters as a class;
|
•
|
impairing the liquidation rights of our common shares; or
|
•
|
delaying or preventing a change of control of us.
|
•
|
All outstanding depositary shares to which it relates have been redeemed or converted.
|
•
|
The depositary has made a final distribution to the holders of the depositary shares issued under the deposit agreement upon our liquidation, dissolution or winding up.
|
•
|
the title of the warrants;
|
•
|
the designation, amount and terms of the securities for which the warrants are exercisable;
|
•
|
the designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each other security;
|
•
|
the price or prices at which the warrants will be issued;
|
•
|
the aggregate number of warrants;
|
•
|
any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;
|
•
|
the price or prices at which the securities purchasable upon exercise of the warrants may be purchased;
|
•
|
if applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be separately transferable;
|
•
|
if applicable, a discussion of the material U.S. federal income tax considerations applicable to the exercise of the warrants;
|
•
|
any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants;
|
•
|
the date on which the right to exercise the warrants will commence, and the date on which the right will expire;
|
•
|
the maximum or minimum number of warrants that may be exercised at any time; and
|
•
|
information with respect to book-entry procedures, if any.
|
•
|
the price, if any, for the subscription rights;
|
•
|
the number and terms of each common share or preferred share or debt securities which may be purchased per each subscription right;
|
•
|
the exercise price payable for each common share or preferred share or debt securities upon the exercise of the subscription rights;
|
•
|
the extent to which the subscription rights are transferable;
|
•
|
any provisions for adjustment of the number or amount of securities receivable upon exercise of the subscription rights or the exercise price of the subscription rights;
|
•
|
any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights;
|
•
|
the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire;
|
•
|
the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities; and
|
•
|
if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of subscription rights.
|
•
|
enlarge the obligations of any shareholder without such shareholder’s consent, unless approved by at least a majority of the type or class of shares so affected;
|
•
|
provide that we are not dissolved upon an election to dissolve our limited liability company by our board of directors that is approved by holders of a majority of the outstanding shares;
|
•
|
change the term of existence of our company; or
|
•
|
give any person the right to dissolve our limited liability company other than our board of directors’ right to dissolve our limited liability company with the approval of holders of a majority of the total combined voting power of our outstanding shares.
|
•
|
a change in our name, the location of our principal place of our business, our registered agent or our registered office;
|
•
|
the admission, substitution, withdrawal or removal of shareholders in accordance with our operating agreement;
|
•
|
the merger of our company or any of its subsidiaries into, or the conveyance of all of our assets to, a newly-formed entity if the sole purpose of that merger or conveyance is to effect a mere change in our legal form into another limited liability entity;
|
•
|
a change that our board of directors determines to be necessary or appropriate for us to qualify or continue our qualification as a company in which our members have limited liability under the laws of any state or to ensure that we will not be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes other than as we specifically so designate;
|
•
|
an amendment that our board of directors determines, based upon the advice of counsel, to be necessary or appropriate to prevent us, members of our board, or our officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisers Act of 1940, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, or ERISA, whether or not substantially similar to plan asset regulations currently applied or proposed;
|
•
|
an amendment or issuance that our board of directors determines to be necessary or appropriate for the authorization of additional securities;
|
•
|
any amendment expressly permitted in our operating agreement to be made by our board of directors acting alone;
|
•
|
an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of our operating agreement;
|
•
|
any amendment that our board of directors determines to be necessary or appropriate for the formation by us of, or our investment in, any corporation, partnership or other entity, as otherwise permitted by our operating agreement;
|
•
|
a change in our fiscal year or taxable year and related changes; and
|
•
|
any other amendments substantially similar to any of the matters described in the clauses above.
|
•
|
do not adversely affect the shareholders in any material respect;
|
•
|
are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;
|
•
|
are necessary or appropriate to facilitate the trading of shares or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the shares are or will be listed for trading, compliance with any of which our board of directors deems to be in the best interests of us and our shareholders;
|
•
|
are necessary or appropriate for any action taken by our board of directors relating to splits or combinations of shares under the provisions of our operating agreement; or
|
•
|
are required to effect the intent expressed in this prospectus or the intent of the provisions of our operating agreement or are otherwise contemplated by our operating agreement.
|
•
|
Fortress and its affiliates, including the Manager and General Partner, have the right to, and have no duty to abstain from, exercising such right to, engage or invest in the same or similar business as us, do business with any of our clients, customers or vendors or employ or otherwise engage any of our officers, directors or employees;
|
•
|
if Fortress and its affiliates, including the Manager and General Partner, or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity, they have no duty to offer such corporate opportunity to us, our shareholders or affiliates;
|
•
|
we have renounced any interest or expectancy in, or in being offered an opportunity to participate in, such corporate opportunities; and
|
•
|
in the event that any of our directors and officers who is also a director, officer or employee of Fortress and their respective affiliates, including the Manager and General Partner, acquire knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as our director or officer and such person acted in good faith, then such person is deemed to have fully satisfied such person’s fiduciary duty and is not liable to us if Fortress and their respective affiliates, including the Manager and General Partner, pursues or acquires the corporate opportunity or if such person did not present the corporate opportunity to us.
|
•
|
brokers or dealers in securities or currencies;
|
•
|
financial institutions;
|
•
|
pension plans;
|
•
|
regulated investment companies;
|
•
|
real estate investment trusts;
|
•
|
cooperatives;
|
•
|
except to the extent discussed below, tax-exempt entities;
|
•
|
insurance companies;
|
•
|
persons holding common shares as part of a hedging, integrated, conversion or constructive sale transaction or a straddle;
|
•
|
traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;
|
•
|
persons liable for alternative minimum tax;
|
•
|
U.S. expatriates;
|
•
|
partnerships or entities or arrangements treated as partnerships or other passthrough entities for U.S. federal income tax purposes (or investors therein); or
|
•
|
U.S. Holders whose “functional currency” is not the U.S. dollar.
|
•
|
a citizen or an individual who is a resident of the United States;
|
•
|
a corporation (or other entity taxable as a corporation) created or organized under the laws of the United States, any state thereof or the District of Columbia;
|
•
|
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
|
•
|
a trust if you (i) are subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all of your substantial decisions or (ii) have a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
|
•
|
employee benefit plans as defined in Section 3(3) of ERISA that are subject to Title I of ERISA,
|
•
|
plans described in Section 4975(e)(1) of the Code that are subject to Section 4975 of the Internal Revenue Code, including individual retirement accounts and Keogh Plans,
|
•
|
entities whose underlying assets include plan assets by reason of a plan’s investment in such entities including, without limitation, insurance company general accounts (each of the foregoing, a “Plan”), and
|
•
|
persons who have certain specified relationships to a Plan described as “parties in interest” under ERISA and “disqualified persons” under the Internal Revenue Code.
|
•
|
is freely transferable,
|
•
|
is part of a class of securities that is owned by 100 or more investors independent of the issuer and of one another, and
|
•
|
is either:
|
(i)
|
part of a class of securities registered under Section 12(b) or 12(g) of the Exchange Act, or
|
(ii)
|
sold to the Plan as part of an offering of securities to the public pursuant to an effective registration statement under the Securities Act and the class of securities of which such security is part is registered under the Exchange Act within the requisite time.
|
•
|
whether the Plan’s investment could give rise to a non-exempt prohibited transaction under ERISA or Section 4975 of the Code,
|
•
|
whether the fiduciary has the authority to make the investment,
|
•
|
the composition of the Plan’s portfolio with respect to diversification by type of asset,
|
•
|
the Plan’s funding objectives,
|
•
|
the tax effects of the investment,
|
•
|
whether our assets would be considered plan assets, and
|
•
|
whether, under the general fiduciary standards of investment prudence and diversification an investment in these shares is appropriate for the Plan taking into account the overall investment policy of the Plan and the composition of the Plan’s investment portfolio.
|
•
|
directly to one or more purchasers;
|
•
|
through agents;
|
•
|
to or through underwriters, brokers or dealers; or
|
•
|
through a combination of any of these methods.
|
•
|
a block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block, as principal, in order to facilitate the transaction;
|
•
|
purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;
|
•
|
ordinary brokerage transactions and transactions in which a broker solicits purchasers; or
|
•
|
privately negotiated transactions.
|
•
|
enter into transactions with a broker-dealer or affiliate thereof in connection with which such broker-dealer or affiliate will engage in short sales of the common shares pursuant to this prospectus, in which case such broker-dealer or affiliate may use common shares received from us to close out its short positions;
|
•
|
sell securities short and redeliver such shares to close out our short positions;
|
•
|
enter into option or other types of transactions that require us to deliver common shares to a broker-dealer or an affiliate thereof, who will then resell or transfer the common shares under this prospectus; or
|
•
|
loan or pledge the common shares to a broker-dealer or an affiliate thereof, who may sell the loaned shares or, in an event of default in the case of a pledge, sell the pledged shares pursuant to this prospectus.
|
•
|
on a national securities exchange;
|
•
|
in the over-the-counter market; or
|
•
|
in transactions otherwise than on an exchange or in the over-the-counter market, or in combination.
|
•
|
the name or names of any participating underwriters, brokers, dealers or agents and the amounts of securities underwritten or purchased by each of them, if any;
|
•
|
the public offering price or purchase price of the securities and the net proceeds to be received by us from the sale;
|
•
|
any delayed delivery arrangements;
|
•
|
any underwriting discounts, commissions or agency fees and other items constituting underwriters’, brokers’, dealers’ or agents’ compensation;
|
•
|
any discounts or concessions allowed or reallowed or paid to dealers;
|
•
|
any securities exchange or markets on which the securities may be listed; and
|
•
|
other material terms of the offering.
|
•
|
at a fixed price or prices, which may be changed;
|
•
|
at market prices prevailing at the time of sale;
|
•
|
at prices related to the prevailing market prices; or
|
•
|
at negotiated prices.
|
•
|
transfer its equity securities in other ways not involving market maker or established trading markets, including directly by gift, distribution, or other transfer;
|
•
|
sell its equity securities under Rule 144 or Rule 145 of the Securities Act rather than under this prospectus, if the transaction meets the requirements of Rule 144 or Rule 145; or
|
•
|
sell its equity securities by any other legally available means.
|
|
| |
As Reported
|
| |
Pro Forma
Adjustments
|
| |
|
| |
Pro-Forma
|
Revenues
|
| |
|
| |
|
| |
|
| |
|
Equipment leasing revenues
|
| |
$349,322
|
| |
$—
|
| |
|
| |
$349,322
|
Infrastructure revenues
|
| |
229,452
|
| |
—
|
| |
|
| |
229,452
|
Total revenues
|
| |
578,774
|
| |
—
|
| |
|
| |
578,774
|
|
| |
|
| |
|
| |
|
| |
|
Expenses
|
| |
|
| |
|
| |
|
| ||
Operating expenses
|
| |
288,036
|
| |
—
|
| |
|
| |
288,036
|
General and administrative
|
| |
20,441
|
| |
—
|
| |
|
| |
20,441
|
Acquisition and transaction expenses
|
| |
17,623
|
| |
—
|
| |
|
| |
17,623
|
Management fees and incentive allocation to affiliate
|
| |
36,059
|
| |
(8,122)
|
| |
(a)
|
| |
27,937
|
Depreciation and amortization
|
| |
169,023
|
| |
—
|
| |
|
| |
169,023
|
Interest expense
|
| |
95,585
|
| |
—
|
| |
|
| |
95,585
|
Total expenses
|
| |
626,767
|
| |
(8,122)
|
| |
|
| |
618,645
|
|
| |
|
| |
|
| |
|
| |
|
Other income
|
| |
|
| |
|
| |
|
| |
|
Equity in losses of unconsolidated entities
|
| |
(2,375)
|
| |
—
|
| |
|
| |
(2,375)
|
Gain on sale of assets, net
|
| |
203,250
|
| |
—
|
| |
|
| |
203,250
|
Asset impairment
|
| |
(4,726)
|
| |
—
|
| |
|
| |
(4,726)
|
Interest income
|
| |
531
|
| |
—
|
| |
|
| |
531
|
Other income
|
| |
3,445
|
| |
—
|
| |
|
| |
3,445
|
Total other income
|
| |
200,125
|
| |
—
|
| |
|
| |
200,125
|
Income from continuing operations before income taxes
|
| |
152,132
|
| |
8,122
|
| |
|
| |
160,254
|
Provision for income taxes
|
| |
17,810
|
| |
—
|
| |
|
| |
17,810
|
Net income from continuing operations
|
| |
134,322
|
| |
8,122
|
| |
|
| |
142,444
|
Less: Net loss from continuing operations attributable to non- controlling interest in consolidated subsidiaries
|
| |
(17,571)
|
| |
—
|
| |
|
| |
(17,571)
|
Dividends on preferred shares
|
| |
1,838
|
| |
—
|
| |
|
| |
1,838
|
Net income attributable to shareholders from continuing operations
|
| |
$150,055
|
| |
$8,122
|
| |
|
| |
$158,177
|
(a)
|
Management fees and incentive allocation to affiliate is comprised of the following:
|
Management fee
|
| |
$375
|
Incentive fee
|
| |
7,747
|
Total
|
| |
$8,122
|
Approximate equity
|
| |
$24,989
|
Management fee (1.5%)
|
| |
$375
|
Gain on sale
|
| |
$77,468
|
Incentive fee (10%)
|
| |
$7,747
|
1 Year Fortress Transportation ... Chart |
1 Month Fortress Transportation ... Chart |
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