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DEBT, NET | 12 Months Ended
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Dec. 31, 2021
Debt Disclosure [Abstract] |
DEBT, NET | DEBT, NET Our debt, net is summarized as follows:
| December 31, 2021 |  | December 31, 2020
| Outstanding Borrowings |  | Stated Interest Rate |  | Maturity Date |  | Outstanding Borrowings
Loans payable |  |  |  |  |  |  |
DRP Revolver (1) | $ | 25,000 |  |  | (i) Base Rate + 2.75%; or (ii) Base Rate + 3.75% (Eurodollar) |  | 11/5/24 |  | $ | 25,000 |
Revolving Credit Facility (2) | 189,473 |  |  | (i) Base Rate + 2.00%; or (ii) Adjusted Term SOFR Rate + 3.00% |  | 12/2/24 |  | — |
EB-5 Loan Agreement | 26,100 |  |  | 5.75% |  | 1/25/26 |  | — |
2021 Bridge Loans | 100,527 |  |  | (i) Base Rate + 1.75%; or (ii) Adjusted Term SOFR Rate + 2.75% |  | 12/15/22 |  | — |
Total loans payable | 341,100 |  |  |  |  |  |  | 25,000 |
Bonds payable |  |  |  |  |  |  |
Series 2020 Bonds | 263,980 |  |  | (i) Tax Exempt Series 2020A Bonds: 3.625% (ii) Tax Exempt Series 2020A Bonds: 4.00% (iii) Taxable Series 2020B Bonds: 6.00% |  | (i) 1/1/35 (ii) 1/1/50 (iii) 1/1/25 |  | 263,980 |
Series 2021 Bonds | 425,000 |  |  | (i) Series 2021A Bonds: 1.875% to 3.000% (ii) Series 2021B Bonds: 4.100% |  | (i) 1/1/26 to 1/1/50 (ii) 1/1/28 |  | — |
Senior Notes due 2022 (3) | — |  |  | N/A |  | N/A |  | 399,331 |
Senior Notes due 2025 (4) | 852,198 |  |  | 6.50% |  | 10/1/25 |  | 852,673 |
Senior Notes due 2027 | 400,000 |  |  | 9.75% |  | 8/1/27 |  | 400,000 |
Senior Notes due 2028 (5) | 1,002,416 |  |  | 5.50% |  | 5/1/28 |  | — |
Total bonds payable | 2,943,594 |  |  |  |  |  |  | 1,915,984 |
Debt | 3,284,694 |  |  |  |  |  |  | 1,940,984 |
Less: Debt issuance costs | (64,483) |  |  |  |  |  |  | (36,222) |
Total debt, net | $ | 3,220,211 |  |  |  |  |  |  | $ | 1,904,762 |
Total debt due within one year | $ | 100,527 |  |  |  |  |  |  | $ | 25,000 |
______________________________________________________________________________________ (1) Requires a quarterly commitment fee at a rate of 0.875% on the average daily unused portion, as well as customary letter of credit fees and agency fees. (2) Requires a quarterly commitment fee at a rate of 0.50% on the average daily unused portion, as well as customary letter of credit fees and agency fees. (3) Includes unamortized discount of $2,230 and an unamortized premium of $1,561 at December 31, 2020 . (4) Includes unamortized discount of $3,509 and $4,303 at December 31, 2021 and 2020, respectively, and an unamortized premium of $5,707 and $6,976 at December 31, 2021 and 2020, respectively. (5) Includes an unamortized premium of $2,416 at December 31, 2021. 2021 Activity EB-5 Loan Agreement—On January 25, 2021, Jefferson entered into a non-recourse loan agreement under the U.S. Citizenship and Immigration Services EB-5 Program (“EB-5 Loan Agreement”) to pay for the development, construction and acquisition of certain facilities at Jefferson Terminal. The maximum aggregate principal amount available under the EB-5 Loan Agreement is $61.2 million, of which $26.1 million is available under the first tranche and $35.1 million is available under the second tranche. The loans mature in 5 years from the funding of each individual tranche with an option to extend the maturity for both tranches by two one-year periods. If the option to extend the maturity is exercised, the interest rate will increase to 6.25% from 5.75% for the extension period. Senior Notes due 2028—On April 12, 2021, we issued $500 million aggregate principal amount of senior unsecured notes due 2028 (the “Senior Notes due 2028”). The Senior Notes due 2028 bear interest at a rate of 5.50% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2021. We used a portion of the proceeds to redeem in full the Senior Notes due 2022 (see below), and used the remaining net proceeds for general corporate purposes, including the funding of acquisitions and investments, including aviation investments. On September 24, 2021, we issued an additional $500 million aggregate principal amount of the Senior Notes due 2028 at an offering price of 100.50%, plus accrued interest from and including April 12, 2021. We used a portion of the net proceeds in the amount of $358.3 million to repay in full the Bridge Loans (as defined below). Senior Notes due 2022—On May 7, 2021, we redeemed in full the Senior Notes due 2022, which totaled $400 million aggregate principal plus accrued and unpaid interest, and recognized a loss on extinguishment of debt of $3.3 million. Bridge Loan Agreement—On July 28, 2021, in connection with our acquisition of Transtar, we entered into an agreement for senior unsecured bridge term loans (“Bridge Loans”) in an aggregate principal amount of $650 million, which we used to finance the acquisition and other certain fees associated with the transaction. On September 14, 2021, we used net proceeds in the amount of $291.7 million from an equity offering (see Note 20) to repay a portion of the Bridge Loans. On September 24, 2021, we used a portion of the net proceeds in the amount of $358.3 million from our issuance of the Senior Notes due 2028 to repay in full the Bridge Loans. We recorded fees of approximately $12.2 million which are included in Interest expense in the Consolidated Statements of Operations. Series 2021 Bonds—On August 18, 2021, Jefferson issued $425 million aggregate principal amount of Series 2021 Bonds, which are designated as $225 million of Series 2021A Dock and Wharf Facility Revenue Bonds (the “Series 2021A Bonds”) and $200 million of Series 2021B Taxable Facility Revenue Bonds (the “Taxable Series 2021B Bonds”). The Series 2021A Bonds consist of: i)$39.1 million aggregate principal amount of Serial Bonds maturing between January 1, 2026 and January 1, 2031, and bearing interest at specified fixed rates ranging from 1.875% to 2.625% per annum, ii)$38.2 million aggregate principal amount of Term Bonds maturing January 1, 2036, and bearing interest at a fixed rate of 2.750% per annum, iii)$44.9 million aggregate principal amount of Term Bonds maturing January 1, 2041, and bearing interest at a fixed rate of 2.875% per annum, and iv)$102.8 million aggregate principal amount of Term Bonds maturing January 1, 2050, and bearing interest at a fixed rate of 3.00% per annum. The Taxable Series 2021B Bonds will mature on January 1, 2028, and bear interest at a fixed rate of 4.100% per annum. Jefferson used a portion of the net proceeds from the Series 2021 Bonds to repay certain indebtedness, and intend to use a portion of the net proceeds to pay for or reimburse the cost of development, construction and acquisition of certain facilities. DRP Revolver—On November 5, 2021, we entered into an amendment to the DRP Revolver, which extends the maturity date under the DRP Revolver to November 5, 2024. In connection with this extension, the obligations of FTAI to contribute capital in the event of an event of default under the DRP Revolver were terminated. Revolving Credit Facility—On December 2, 2021, we entered into an amendment to the Revolving Credit Facility, which extends the maturity date under the Revolving Credit Facility to December 2, 2024. 2021 Bridge Loans—On December 2, 2021, we entered into an agreement for senior secured bridge term loans (“2021 Bridge Loans”) in an aggregate principal amount of $350.0 million, which we used to finance or refinance certain assets. The 2021 Bridge Loans mature on December 15, 2022. 2020 Activity Series 2020 Bonds—On February 11, 2020, our subsidiary (“Jefferson”) issued Series 2020 Bonds in an aggregate principal amount of $264.0 million (“Jefferson Refinancing”). The Series 2020 Bonds are designated as $184.9 million of Series 2020A Dock and Wharf Facility Revenue Bonds (the “Tax Exempt Series 2020A Bonds”), and $79.1 million of Series 2020B Taxable Facility Revenue Bonds (the “Taxable Series 2020B Bonds”). The Tax Exempt Series 2020A Bonds maturing on January 1, 2035 ($53.5 million aggregate principal amount) bear interest at a fixed rate of 3.625%. The Tax Exempt Series 2020A Bonds maturing on January 1, 2050 ($131.4 million aggregate principal amount) bear interest at a fixed rate of 4.00%. The Taxable Series 2020B Bonds will mature on January 1, 2025 and bear interest at a fixed rate of 6.00%. Jefferson used a portion of the net proceeds from this offering to refund, redeem and defease the Series 2012 Bonds, Series 2016 Bonds and Jefferson Revolver, and intends to use a portion of the net proceeds to pay for or reimburse the cost of development, construction and acquisition of certain facilities, to fund certain reserve and funded interest accounts related to the Series 2020 Bonds, and to pay for or reimburse certain costs of issuance of the Series 2020 Bonds. Jefferson recognized a loss on extinguishment of debt of $4.7 million as a result of this transaction. Revolving Credit Facility—On May 11, 2020, we entered into an amendment to the Revolving Credit Facility which, among other things, (i) permits the incurrence of additional secured indebtedness to finance the potential acquisition of certain aviation assets, subject to certain limitations, (ii) provides that, to the extent borrowings under the existing agreement exceed $150 million, we will pledge certain aviation assets as additional collateral and (iii) incorporates certain other updates, including procedures by which the parties will select a benchmark interest rate. Senior Notes due 2027—On July 28, 2020, we issued $400 million aggregate principal amount of senior unsecured notes due 2027 (the “2027 Notes”). The 2027 Notes bear interest at a rate of 9.75% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2021. We used a portion of the proceeds to repay $220 million of outstanding borrowings under the Revolving Credit Facility, and intend to use the remaining proceeds for general corporate purposes, and the funding of future acquisitions and investments, including aviation investments. Senior Notes due 2025—On December 23, 2020, we issued an additional $400 million of 2025 Notes at an offering price of 101.75% of the principal amount plus accrued interest from and including October 1, 2020. We used a portion of the proceeds to repay $300 million of outstanding 2022 Notes through the Tender Offer (as defined below), and to repay $50 million of borrowings under the Revolving Credit Facility. Tender Offer for Senior Notes due 2022—On December 9, 2020, we commenced a cash tender offer (the “Tender Offer”) for up to $300 million aggregate principal amount of the 2022 Notes. On December 23, 2020, we completed the Tender Offer for the entire $300 million aggregate principal amount of 2022 Notes validly tendered in connection with the Tender Offer. Holders whose notes were accepted for purchase received total consideration of $1,016.00 per $1,000 principal amount of 2022 Notes, including an early tender premium equal to $30.00 per $1,000 principal amount of 2022 Notes, plus accrued and unpaid interest on the 2022 Notes from September 15, 2020 (the most recent payment of semi-annual interest) to, but not including, December 23, 2020, subject to the terms and conditions of the Tender Offer. We recognized a loss on extinguishment of debt of $6.9 million in connection with this transaction. We were in compliance with all debt covenants as of December 31, 2021. As of December 31, 2021, scheduled principal repayments under our debt agreements for the next five years and thereafter are summarized as follows:
| 2022 |  | 2023 |  | 2024 |  | 2025 |  | 2026 |  | Thereafter |  | Total
DRP Revolver | $ | — |  |  | $ | — |  |  | $ | 25,000 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 25,000 |
Revolving Credit Facility | — |  |  | — |  |  | 189,473 |  |  | — |  |  | — |  |  | — |  |  | 189,473 |
EB-5 Loan Agreement | — |  |  | — |  |  | — |  |  | — |  |  | 26,100 |  |  | — |  |  | 26,100 |
2021 Bridge Loans | 100,527 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 100,527 |
Series 2020 Bonds | — |  |  | — |  |  | — |  |  | 79,060 |  |  | — |  |  | 184,920 |  |  | 263,980 |
Series 2021 Bonds | — |  |  | — |  |  | — |  |  | — |  |  | 9,025 |  |  | 415,975 |  |  | 425,000 |
Senior Notes due 2025 | — |  |  | — |  |  | — |  |  | 850,000 |  |  | — |  |  | — |  |  | 850,000 |
Senior Notes due 2027 | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 400,000 |  |  | 400,000 |
Senior Notes due 2028 | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 1,000,000 |  |  | 1,000,000 |
Total principal payments on loans and bonds payable | $ | 100,527 |  |  | $ | — |  |  | $ | 214,473 |  |  | $ | 929,060 |  |  | $ | 35,125 |  |  | $ | 2,000,895 |  |  | $ | 3,280,080 |

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (h) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (g) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1E -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (i) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 + Details
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