FTAI Announces Details for Completion of FTAI Infrastructure Spin-Off
12 Juillet 2022 - 12:00PM
Fortress Transportation and Infrastructure Investors LLC (“FTAI”;
Nasdaq: FTAI) announced today that its Board of Directors has
approved the details and timing of the spin-off of its
infrastructure business. The spin-off will establish FTAI’s
infrastructure business as an independent, publicly traded company
called FTAI Infrastructure Inc. (“FTAI Infrastructure”).
The spin-off will be effected as a distribution of all of the
shares owned by FTAI of common stock of FTAI Infrastructure, a
majority-owned subsidiary of FTAI, to the holders of FTAI common
shares as of the record date. The distribution is expected to occur
on August 1, 2022, subject to the conditions noted below, and the
record date is July 21, 2022.
It is expected that shares of FTAI Infrastructure common stock
will begin trading on the Nasdaq under the ticker symbol “FIPWV” on
a when-issued basis on July 20, 2022, subject to settlement after
the distribution.
Beginning on or about July 20, 2022, and through the
distribution date of August 1, 2022, it is expected that there will
be two ways to trade FTAI common shares - either with or without
the distribution of FTAI Infrastructure common stock. FTAI
shareholders who sell their FTAI common shares in the “regular-way”
market (that is, the normal trading market under the symbol “FTAI”)
after the record date and on or prior to the distribution date will
be selling their right to receive shares of FTAI Infrastructure
common stock in connection with the spin-off. Alternatively, FTAI
shareholders who sell their FTAI common shares in the
“ex-distribution” market during the same period under the symbol
“FTAIV” will not be selling their right to receive shares of FTAI
Infrastructure common stock in connection with the spin-off.
On the first trading day following the distribution, August 2,
2022, FTAI Infrastructure will begin regular-way trading on the
Nasdaq under the ticker symbol “FIP,” and FTAI will resume trading
ex-distribution under the ticker symbol “FTAI”.
FTAI shareholders are not required to take any action to receive
the FTAI Infrastructure stock. Record holders whose FTAI shares are
registered directly with American Stock Transfer & Trust
Company, LLC will receive a book-entry account statement for the
FTAI Infrastructure stock. Record holders whose FTAI shares are
held in an account at a brokerage firm or similar organization will
have the FTAI Infrastructure stock credited to their accounts.
Physical share certificates will not be distributed.
A registration statement on Form 10 relating to the shares of
FTAI Infrastructure common stock has been filed with the Securities
and Exchange Commission (the “SEC”) but has not yet become
effective. The shares of FTAI Infrastructure common stock may not
be distributed prior to the time the registration statement becomes
effective, which FTAI expects to occur in the coming days. The
distribution is also subject to the satisfaction or waiver of
certain other conditions described in the registration statement. A
copy of the information statement included as an exhibit to the
registration statement may be obtained from Fortress Transportation
and Infrastructure Investors LLC, 1345 Avenue of the Americas, 45th
Floor, New York, New York, 10105, Attention: Investor Relations
(telephone number (212) 798-6128 and email address
ir@ftandi.com).
Investors are encouraged to consult with their financial
advisors regarding the specific implications of buying or selling
FTAI common shares before or on the distribution date.
About Fortress Transportation and Infrastructure
Investors LLCFTAI 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
StatementsThis communication contains “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, including but not limited to information
regarding the transactions contemplated by the spin-off and FTAI’s
anticipated use of the net proceeds from the subscription
contemplated by the spin-off. 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
FTAI. 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 (i) Item 1A. “Risk
Factors” of FTAI’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2021 and FTAI’s Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2022, as updated by annual,
quarterly and other reports FTAI files, and (ii) “Risk Factors” of
FTAI Infrastructure’s registration statement on Form 10, filed with
the Securities and Exchange Commission on April 29, 2022, as
amended on July 1, 2022, which are available on FTAI’s website
(www.ftandi.com). In addition, new risks and uncertainties emerge
from time to time, and it is not possible for FTAI to predict or
assess the impact of every factor that may cause its actual results
to differ from those contained in any forward-looking statements.
Such forward-looking statements speak only as of the date of this
press release. FTAI expressly disclaims any obligation to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in FTAI’s expectations with
regard thereto or change in events, conditions or circumstances on
which any statement is based. This release shall not constitute an
offer to sell or the solicitation of an offer to buy any
securities.
For further information, please contact:
Alan AndreiniInvestor RelationsFortress Transportation and
Infrastructure Investors LLC(212)
798-6128aandreini@fortress.com
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